In the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division

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THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT BEEN APPROVED BY THE COURT.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) ALPHA MEDIA HOLDINGS LLC, et al.,1 ) Case No. 21-30209 (KRH) ) Debtors. ) (Joint Administration Requested) )

DISCLOSURE STATEMENT FOR JOINT PLAN OF REORGANIZATION OF ALPHA MEDIA HOLDINGS LLC AND ITS DEBTOR AFFILIATES

Justin Bernbrock (pro hac vice admission pending) Michael A. Condyles (VA 27807) Bryan Uelk (pro hac vice admission pending) Peter J. Barrett (VA 46179) SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Jeremy S. Williams (VA 77469) 70 West Madison Street, 48th Floor Brian H. Richardson (VA 92477) Chicago, Illinois 60602 KUTAK ROCK LLP Telephone: (312) 499-6300 901 East Byrd Street, Suite 1000 Facsimile: (312) 499-6301 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192

Colin Davidson (pro hac vice admission pending) SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 653-8700 Facsimile: (212) 653-8701

Proposed Co-Counsel to the Debtors and Debtors-in-Possession

Dated: January 24, 2021

1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal tax identification number, are: Alpha Media Holdings LLC (3634), Alpha Media USA LLC (9105), Alpha 3E Corporation (0912), Alpha Media LLC (5950), Alpha 3E Holding Corporation (9792), Alpha Media Licensee LLC (0894), Alpha Media Communications Inc. (5838), Alpha 3E Licensee LLC (6446), Alpha Media of Brookings Inc. (7149), Alpha Media of Columbus Inc. (7140), Alpha Media of Fort Dodge Inc. (2022), Alpha Media of Joliet Inc. (7142), Alpha Media of Lincoln Inc. (7141), Alpha Media of Luverne Inc. (7154), and Alpha Media of Mason City Inc. (3996). Alpha Media Communications LLC does not have a federal employee identification number. The mailing address for the Debtors is 1211 SW 5th Avenue, Suite 750, Portland, OR 97204. -1- 59ZT-318353 Case 21-30209-KRH Doc 26 Filed 01/25/21 Entered 01/25/21 06:34:50 Desc Main Document Page 2 of 163

NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN OFFER, ACCEPTANCE, COMMITMENT, OR LEGALLY BINDING OBLIGATION OF THE DEBTORS OR ANY OTHER PARTY IN INTEREST, AND THIS DISCLOSURE STATEMENT IS SUBJECT TO APPROVAL BY THE BANKRUPTCY COURT AND OTHER CUSTOMARY CONDITIONS. THIS DISCLOSURE STATEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES

IMPORTANT INFORMATION ABOUT THIS DISCLOSURE STATEMENT

SOLICITATION OF VOTES ON THE JOINT CHAPTER 11 PLAN OF REORGANIZATION OF ALPHA MEDIA HOLDINGS LLC AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE FROM THE HOLDERS OF OUTSTANDING:

VOTING CLASSES NAME OF CLASS UNDER THE PLAN CLASS 2 FIRST LIEN DEBT CLAIMS CLASS 3 SECOND LIEN NOTES CLAIMS

IF YOU ARE IN CLASS 2 OR CLASS 3, YOU ARE RECEIVING THIS DOCUMENT AND THE ACCOMPANYING MATERIALS BECAUSE YOU ARE ENTITLED TO VOTE ON THE PLAN.

DELIVERY OF BALLOTS

CLASS 2 OR CLASS 3 BALLOTS MAY BE RETURNED IN THE ENCLOSED PRE-PAID, PRE-ADDRESSED RETURN ENVELOPE WITH THE BALLOT OR TO AN ADDRESS BELOW, AND MUST BE RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEADLINE, WHICH IS [•] [A.M./P.M.] (PREVAILING EASTERN TIME) ON [•], [•], 2021.

BY REGULAR MAIL AT: BY HAND DELIVERY OR OVERNIGHT MAIL AT:

Alpha Media Alpha Media Ballot Processing Center Ballot Processing Center c/o Stretto c/o Stretto 410 Exchange, Suite 100 410 Exchange, Suite 100 Irvine, CA 92602 Irvine, CA 92602

VIA E-BALLOT PORTAL. SUBMIT YOUR BALLOT FORM VIA THE SOLICITATION AGENT’S ONLINE PORTAL, BY VISITING HTTPS://BALLOTING.STRETTO.COM/ (THE “E BALLOT PORTAL”). ENTER THE E-BALLOT ID# PROVIDED AND FOLLOW THE INSTRUCTIONS TO SUBMIT YOUR BALLOT.

PLEASE CHOOSE ONLY ONE METHOD TO RETURN YOUR BALLOT.

CLASS 2 AND CLASS 3 BALLOTS MUST BE ACTUALLY RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEADLINE, WHICH IS [•] [A.M./P.M.] (PREVAILING EASTERN TIME) ON [•], [•], 2021, VIA THE ENCLOSED PRE-PAID, PRE-

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ADDRESSED RETURN ENVELOPE, OR AS OTHERWISE DIRECTED ON THE BALLOT:

BALLOTS RECEIVED VIA EMAIL OR FACSIMILE WILL NOT BE COUNTED

IF YOU HAVE ANY QUESTIONS REGARDING THE PROCEDURE FOR VOTING ON THE PLAN, PLEASE CONTACT THE SOLICITATION AGENT AT:

BY E-MAIL TO: [email protected]

BY TELEPHONE: (855) 395-0761 (TOLL FREE) OR +1 (949) 617-0086 (INTERNATIONAL)

This disclosure statement (this “Disclosure Statement”) provides information regarding the Joint Chapter 11 Plan of Reorganization of Alpha Media Holdings LLC and Its Debtor Affiliates (as may be amended, supplemented, or otherwise modified from time to time, the “Plan”), for which the Debtors will seek confirmation by the Bankruptcy Court.2 A copy of the Plan is attached hereto as Exhibit A and is incorporated herein by reference. The Debtors are providing the information in this Disclosure Statement to certain holders of Claims for purposes of soliciting votes to accept or reject the Plan.

Pursuant to the Restructuring Support Agreement, the Plan is currently supported by the Debtors and the RSA Parties (consisting of the holders of the Second Lien Notes Claims and the Prepetition Holdco Notes Claims).

The consummation and effectiveness of the Plan are subject to certain material conditions precedent described herein and in Article IX of the Plan. There is no assurance that the Bankruptcy Court will confirm the Plan or, if the Bankruptcy Court does confirm the Plan, that the conditions necessary for the Plan to become effective will be satisfied or, in the alternative, waived.

The Debtors urge each holder of a Claim or Interest to consult with its own advisors with respect to any legal, financial, securities, tax, or business advice in reviewing this Disclosure Statement, the Plan, and each proposed transaction contemplated by the Plan.

The Debtors strongly encourage holders of Claims in Class 2 and Class 3 to read this Disclosure Statement (including the Risk Factors described in Article VII hereof) and the Plan in their entirety before voting to accept or reject the Plan. Assuming the requisite acceptances to the Plan are obtained, the Debtors will seek the Bankruptcy Court’s approval of the Plan at the Confirmation Hearing.

2 Capitalized terms used but not otherwise defined in this Disclosure Statement have the meanings ascribed to such terms in the Plan. The summary of the Plan provided herein is qualified in its entirety by reference to the Plan. In the case of any inconsistency between this Disclosure Statement and the Plan, the Plan will govern.

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RECOMMENDATION BY THE DEBTORS

EACH DEBTOR’S BOARD OF DIRECTORS, MEMBER, OR MANAGER, AS APPLICABLE, HAS APPROVED THE TRANSACTIONS CONTEMPLATED BY THE PLAN AND DESCRIBED IN THIS DISCLOSURE STATEMENT, AND EACH DEBTOR BELIEVES THAT THE COMPROMISES CONTEMPLATED UNDER THE PLAN ARE FAIR AND EQUITABLE, MAXIMIZE THE VALUE OF EACH OF THE DEBTOR’S ESTATES, AND PROVIDE THE BEST RECOVERY TO CLAIM AND INTEREST HOLDERS. AT THIS TIME, EACH DEBTOR BELIEVES THAT THE PLAN AND RELATED TRANSACTIONS REPRESENT THE BEST ALTERNATIVE FOR ACCOMPLISHING THE DEBTORS’ OVERALL RESTRUCTURING OBJECTIVES. EACH OF THE DEBTORS THEREFORE STRONGLY RECOMMENDS THAT ALL HOLDERS OF CLAIMS WHOSE VOTES ARE BEING SOLICITED SUBMIT BALLOTS TO ACCEPT THE PLAN BY RETURNING THEIR BALLOTS SO AS TO BE ACTUALLY RECEIVED BY THE SOLICITATION AGENT NO LATER THAN [•], 2021 AT [•] [A.M. / P.M.] (PREVAILING EASTERN TIME) PURSUANT TO THE INSTRUCTIONS SET FORTH HEREIN AND ON THE BALLOTS.

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SPECIAL NOTICE REGARDING FEDERAL AND STATE SECURITIES LAWS

The Bankruptcy Court has not reviewed this Disclosure Statement or the Plan, and the securities to be issued on or after the Effective Date will not have been the subject of a registration statement filed with the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”), or any securities regulatory authority of any state under any state securities law (“Blue Sky Laws”). The Plan has not been approved or disapproved by the SEC or any state regulatory authority and neither the SEC nor any state regulatory authority has passed upon the accuracy or adequacy of the information contained in this Disclosure Statement or the Plan. Any representation to the contrary is a criminal offense. The Debtors are relying on section 4(a)(2), Regulation D and/or Regulation S of the Securities Act, and similar Blue Sky Laws provisions, and, to the extent it is available, section 1145 of the Bankrtupcy Code, to exempt from registration under the Securities Act and Blue Sky Laws the offer to the holders of Second Lien Notes Claims prior to the Petition Date, including in connection with the solicitation of votes to accept or reject the Plan (the “Solicitation”).

After the Petition Date, the Debtors may rely on section 1145(a) of the Bankruptcy Code, in addition to the exemptions listed above, to exempt from registration under the Securities Act and Blue Sky Laws the offer, issuance, and distribution of New Common Stock and New Holdco Warrants under the Plan, and the shares of New Common Stock issuable upon exercise of the New Holdco Warrants. Neither the Solicitation nor this Disclosure Statement constitutes an offer to sell or the solicitation of an offer to buy securities in any state or jurisdiction in which such offer or solicitation is not authorized.

Except to the extent publicly available, this Disclosure Statement, the Plan, and the information set forth herein and therein are confidential. This Disclosure Statement and the Plan contain material non-public information concerning the Debtors, their subsidiaries, and their respective debt and other securities. Each recipient hereby acknowledges that it (a) is aware that the federal securities laws of the United States prohibit any person who has material non-public information about a company, which is obtained from the company or its representatives, from purchasing or selling securities of such company or from communicating the information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (b) is familiar with the United States Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and the rules and regulations promulgated thereunder, and agrees that it will not use or communicate to any Person or Entity, under circumstances where it is reasonably likely that such Person or Entity is likely to use or cause any Person or Entity to use, any confidential information in contravention of the Securities Exchange Act or any of its rules and regulations, including Rule 10b-5.

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DISCLAIMER This Disclosure Statement contains summaries of certain provisions of the Plan and certain other documents and financial information. The information included in this Disclosure Statement is provided solely for the purpose of soliciting acceptances of the Plan and should not be relied upon for any purpose other than to determine whether and how to vote on the Plan. All holders of Claims entitled to vote to accept or reject the Plan are advised and encouraged to read this Disclosure Statement and the Plan in their entirety before voting to accept or reject the Plan. The Debtors believe that these summaries are fair and accurate. The summaries of the financial information and the documents that are attached to, or incorporated by reference in, this Disclosure Statement are qualified in their entirety by reference to such information and documents. In the event of any inconsistency or discrepancy between a description in this Disclosure Statement, on the one hand, and the terms and provisions of the Plan or the financial information and documents incorporated in this Disclosure Statement by reference, on the other hand, the Plan or the financial information and documents, as applicable, shall govern for all purposes.

Except as otherwise provided in the Plan or in accordance with applicable law, the Debtors are under no duty to update or supplement this Disclosure Statement. The Bankruptcy Court’s approval of this Disclosure Statement does not constitute a guarantee of the accuracy or completeness of the information contained herein or the Bankruptcy Court’s endorsement of the merits of the Plan. The statements and financial information contained in this Disclosure Statement have been made as of the date hereof unless otherwise specified. Holders of Claims or Interests reviewing the Disclosure Statement should not assume at the time of such review that there have been no changes in the facts set forth in this Disclosure Statement since the date of this Disclosure Statement. No holder of a Claim or Interest should rely on any information, representations, or inducements that are not contained in or are inconsistent with the information contained in this Disclosure Statement, the documents attached to this Disclosure Statement, and the Plan. This Disclosure Statement does not constitute legal, business, financial, or tax advice. Any Person or Entity (including Holders of Claims or Interests) desiring any such advice should consult with their own advisors. Additionally, this Disclosure Statement has not been approved or disapproved by the Bankruptcy Court, the SEC, or any securities regulatory authority of any state or other jurisdiction under any state or other securities laws.

The financial information contained in or incorporated by reference into this Disclosure Statement has not been audited, except as specifically indicated otherwise. The Debtors’ management, in consultation with the Debtors’ advisors, has prepared the financial projections attached hereto as Exhibit D and described in this Disclosure Statement (the “Financial Projections”). The Financial Projections, while presented with numerical specificity, necessarily were based on a variety of estimates and assumptions that are inherently uncertain and may be beyond the control of the Debtors’ management. Important factors that may affect actual results and cause the management forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to the Debtors’ businesses (including their ability to achieve strategic goals, objectives, and targets over applicable periods), industry performance, the regulatory environment, general business and economic conditions, and other factors. The Debtors caution that no representations can be made as to the accuracy of these projections or to their ultimate performance compared to the information contained in the forecasts or that the forecasted results will be achieved. Therefore, the Financial Projections may not be relied upon as a guarantee or other assurance that the actual results will occur.

Regarding contested matters, adversary proceedings, and other pending, threatened, or potential litigation or other actions, this Disclosure Statement does not constitute, and may not be construed as, an admission of fact, liability, stipulation, or waiver by the Debtors or any other party, but rather as a statement made in the context of settlement negotiations in accordance with Rule 408 of the Federal Rules of Evidence and any analogous state or non-U.S. laws or rules. As such, this Disclosure Statement shall

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not be admissible in any non-bankruptcy proceeding involving the Debtors or any other party in interest, nor shall it be construed to be conclusive advice on the tax, securities, financial, or other effects of the Plan to holders of Claims against, or Interests in, the Debtors or any other party in interest. Please refer to Article VIII of this Disclosure Statement, entitled “Risk Factors” for a discussion of certain risk factors that holders of Claims voting on the Plan should consider.

Except as otherwise expressly set forth herein, all information, representations, or statements contained herein have been provided by the Debtors. No person is authorized by the Debtors in connection with this Disclosure Statement, the Plan, or future Solicitation to give any information or to make any representation or statement regarding this Disclosure Statement, the Plan, or future Solicitation, in each case, other than as contained in this Disclosure Statement and the exhibits attached hereto or as otherwise incorporated herein by reference or referred to herein. If any such information, representation, or statement is given or made, it may not be relied upon as having been authorized by the Debtors.

This Disclosure Statement contains certain forward-looking statements, all of which are based on various estimates and assumptions. Such forward-looking statements are subject to inherent uncertainties and to a wide variety of significant business, economic, and competitive risks, including, but not limited to, those summarized herein. When used in this Disclosure Statement, the words “anticipate,” “believe,” “estimate,” “will,” “may,” “intend,” and “expect” and similar expressions and other statements which are not historical facts generally identify forward-looking statements. Although the Debtors believe that their plans, intentions, and expectations reflected in the forward-looking statements are reasonable, they cannot be sure that they will be achieved. These statements are only predictions and are not guarantees of future performance or results. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by a forward-looking statement. All forward- looking statements attributable to the Debtors or Persons or Entities acting on their behalf are expressly qualified in their entirety by the cautionary statements set forth in this Disclosure Statement. Forward- looking statements speak only as of the date on which they are made. Except as required by law, the Debtors expressly disclaim any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

[Remainder of page intentionally left blank.]

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TABLE OF CONTENTS Page

I. INTRODUCTION ...... 1 II. QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND PLAN ...... 1 A. What is chapter 11? ...... 1 B. Why are the Debtors sending me this Disclosure Statement?...... 1 C. Am I entitled to vote on the Plan? ...... 1 D. What will I receive from the Debtors if the Plan is consummated?...... 2 E. What will I receive from the Debtors if I hold an Allowed Administrative Claim, DIP Claim, or a Priority Tax Claim? ...... 5 F. Are any regulatory approvals required to consummate the Plan?...... 6 G. What happens to my recovery if the Plan is not confirmed or does not go effective? ...... 6 H. If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what is meant by “Confirmation,” “Effective Date,” and “Consummation?” ...... 6 I. What are the sources of Cash and other consideration required to fund the Plan? ...... 6 J. Are there risks to owning the New Holdco Warrants upon emergence from chapter 11? ...... 7 K. Is there potential litigation related to the Plan?...... 7 L. Will the final amount of Allowed General Unsecured Claims affect the recovery of holders of Allowed General Unsecured Claims under the Plan? ...... 7 M. How will the preservation of the Causes of Action impact my recovery under the Plan? ...... 7 N. Will there be releases and exculpation granted to parties in interest as part of the Plan? ...... 8 O. What is the deadline to vote on the Plan? ...... 12 P. How do I vote for or against the Plan? ...... 12 Q. Why is the Bankruptcy Court holding a Confirmation Hearing? ...... 12 R. What is the purpose of the Confirmation Hearing? ...... 12 S. What is the effect of the Plan on the Debtors’ ongoing businesses? ...... 13 T. Will any party have significant influence over the corporate governance and operations of the Reorganized Debtors? ...... 13 U. Who do I contact if I have additional questions with respect to this Disclosure Statement or the Plan? ...... 13 V. Do the Debtors recommend voting in favor of the Plan? ...... 14 W. Who Supports the Plan? ...... 14

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III. THE DEBTORS’ RESTRUCTURING SUPPORT AGREEMENT AND PLAN ...... 14 A. Restructuring Support Agreement ...... 14 B. The Plan ...... 14 IV. THE DEBTORS’ CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW ...... 18 A. BACKGROUND OF THE DEBTORS AND BUSINESS OVERVIEW...... 18 B. CORPORATE STRUCTURE AND MANAGEMENT ...... 20 C. OVERVIEW OF THE PREPETITION CAPITAL STRUCTURE ...... 21 D. EVENTS LEADING UP TO THE CHAPTER 11 FILING ...... 22 E. RESTRUCTURING SUPPORT AGREEMENT ...... 25 V. MATERIAL DEVELOPMENTS AND ANTICIPATED EVENTS OF THE CHAPTER 11 CASES ...... 26 A. First Day Relief ...... 26 B. Proposed Case Timeline ...... 26 VI. RISK FACTORS ...... 27 VII. SOLICITATION AND VOTING PROCEDURES ...... 39 A. Holders of Claims Entitled to Vote on the Plan ...... 39 B. Voting Record Date ...... 39 C. Voting on the Plan ...... 40 D. Ballots Not Counted ...... 40 VIII. CONFIRMATION OF THE PLAN ...... 40 A. Requirements for Confirmation of the Plan ...... 40 B. Best Interests of Creditors/Liquidation Analysis ...... 41 C. Feasibility...... 41 D. Acceptance by Impaired Classes ...... 42 E. Confirmation Without Acceptance by All Impaired Classes ...... 42 F. Valuation of the Debtors ...... 43 IX. CERTAIN SECURITIES LAW MATTERS ...... 43 A. Securities Issued in Reliance on Section 1145 of the Bankruptcy Code ...... 43 B. Securities Issued in Reliance of Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S ...... 45 C. Resales ...... 45 X. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN...... 46 A. Introduction ...... 46 B. U.S. Federal Income Tax Consequences to Holders of Second Lien Notes Claims ...... 47 C. U.S. Federal Income Tax Consequences to Holders of First Lien Notes Claims ...... 48

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XI. FEDERAL COMMUNICATIONS COMMISSION (FCC) REGULATORY CONSIDERATIONS ...... 48 A. Required FCC Consents ...... 49 B. Information Required From Prospective Stockholders of New Holdco ...... 49 C. Attributable Interests In Media Under FCC’s Rules ...... 50 D. FCC Foreign Ownership Restrictions For Entities Controlling Broadcast Licenses ...... 50 E. Media Ownership Restrictions ...... 51 XII. RECOMMENDATION ...... 52

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EXHIBITS3

EXHIBIT A Plan of Reorganization

EXHIBIT B Restructuring Support Agreement

EXHIBIT C Liquidation Analysis

EXHIBIT D Financial Projections

EXHIBIT E Valuation Analysis

3 Each Exhibit is incorporated herein by reference.

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I. INTRODUCTION

Alpha Media Holdings LLC (“Alpha Media”) and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors,”), submit this Disclosure Statement, pursuant to section 1125 of the Bankruptcy Code, to holders of Claims against and Interests in the Debtors in connection with the solicitation of votes for acceptance of the Plan. A copy of the Plan is attached hereto as Exhibit A and incorporated herein by reference. The Plan constitutes a separate chapter 11 plan for each of the other Debtors.

THE DEBTORS AND THE OTHER RSA PARTIES THAT HAVE EXECUTED THE RESTRUCTURING SUPPORT AGREEMENT BELIEVE THAT THE COMPROMISES CONTEMPLATED UNDER THE PLAN ARE FAIR AND EQUITABLE, MAXIMIZE THE VALUE OF THE DEBTORS’ ESTATES, AND PROVIDE THE BEST RECOVERY TO STAKEHOLDERS. AT THIS TIME, THE DEBTORS BELIEVE THE PLAN REPRESENTS THE BEST AVAILABLE OPTION FOR COMPLETING THE CHAPTER 11 CASES. THE DEBTORS STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN.

II. QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND PLAN

A. What is chapter 11?

Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. In addition to permitting debtor rehabilitation, chapter 11 promotes equality of treatment for creditors and similarly situated equity interest holders, subject to the priority of distributions prescribed by the Bankruptcy Code.

The commencement of a chapter 11 case creates an estate that comprises all of the legal and equitable interests of the debtor as of the date the chapter 11 case is commenced. The Bankruptcy Code provides that the debtor may continue to operate its business and remain in possession of its property as a “debtor in possession.”

Consummating a chapter 11 plan is the principal objective of a chapter 11 case. A bankruptcy court’s confirmation of a plan binds the debtor, any person acquiring property under the plan, any creditor or equity interest holder of the debtor, and any other entity as may be ordered by the bankruptcy court. Subject to certain limited exceptions, the order issued by a bankruptcy court confirming a plan provides for the treatment of the debtor’s liabilities in accordance with the terms of the confirmed plan.

B. Why are the Debtors sending me this Disclosure Statement?

The Debtors are seeking to obtain Bankruptcy Court approval of the Plan. Before soliciting acceptances of the Plan, section 1125 of the Bankruptcy Code requires the Debtors to prepare a disclosure statement containing adequate information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed judgment regarding acceptance of the Plan and to share such disclosure statement with all holders of claims whose votes on the Plan are being solicited. This Disclosure Statement is being submitted in accordance with these requirements.

C. Am I entitled to vote on the Plan?

Your ability to vote on, and your distribution under, the Plan, if any, depends on what type of Claim or Interest you hold and whether you held that Claim or Interest as of the Voting Record Date (as defined herein). Each category of holders of Claims or Interests, as set forth in Article III of the Plan

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pursuant to section 1122(a) of the Bankruptcy Code, is referred to as a “Class.” Each Class’s respective voting status is set forth below:

Class Claims and Interests Status Voting Rights Class 1 Other Secured Claims Unimpaired Not Entitled to Vote (Deemed to Accept) Class 2 First Lien Debt Claims Impaired Entitled to Vote Class 3 Second Lien Notes Impaired Entitled to Vote Claims Class 4 Prepetition Holdco Impaired Not Entitled to Vote Notes Claims (Deemed to Reject) Class 5 General Unsecured Unimpaired Not Entitled to Vote Claims (Deemed to Accept) Class 6 Topco Interests Impaired Not Entitled to Vote (Deemed to Reject) Class 7 Other Interests Unimpaired Not Entitled to Vote (Deemed to Accept)

D. What will I receive from the Debtors if the Plan is consummated?

The following chart provides a summary of the anticipated recovery to holders of Claims or Interests under the Plan. Any estimates of Claims or Interests in this Disclosure Statement may vary from the final amounts allowed by the Bankruptcy Court. Your ability to receive distributions under the Plan depends upon the ability of the Debtors to obtain Confirmation and meet the conditions necessary to consummate the Plan.

THE PROJECTED RECOVERIES SET FORTH IN THE TABLE BELOW ARE ESTIMATES ONLY AND THEREFORE ARE SUBJECT TO CHANGE. FOR A COMPLETE DESCRIPTION OF THE DEBTORS’ CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS, REFERENCE SHOULD BE MADE TO THE ENTIRE PLAN.

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SUMMARY OF EXPECTED RECOVERIES

Projected Projected Recovery Claim / Equity Amount of Under the Class Interest Treatment of Claim/Equity Interest Claims Plan 1 Other Secured The legal, equitable and contractual rights of the Holders $0 100% Claims of Other Secured Claims will not be altered by this Plan. Except to the extent a Holder of an Other Secured Claim has been paid by the Debtors prior to the Effective Date or the Holder of an Allowed Other Secured Claim and the Debtors agree otherwise, each Holder of an Allowed Other Secured Claim (including any Claim for postpetition interest accrued until the Effective Date at the non-default rate provided in the applicable contract or, if there is no contract, then at the Federal Judgment Rate, to the extent permissible under Bankruptcy Code section 506(a)) shall receive, in full and final satisfaction, settlement, release and discharge of, and in exchange for, such Allowed Other Secured Claim, in the discretion of the Debtors (subject to the consent of the Required Lenders), one of the following alternative treatments: (i) payment of the Allowed Class 1 Claim in full in Cash on the later of the Distribution Date or as soon as practicable after a particular Claim becomes Allowed; (ii) delivery to the Holder of the Allowed Class 1 Claim of the collateral securing such Allowed Class 1 Claim; (iii) such other treatment as may be agreed to by the applicable Debtor and the Holder; or (iv) the Holder shall retain its Lien on such property and such Allowed Class 1 Claim shall be Reinstated pursuant to section 1129 of the Bankruptcy Code.

2 First Lien Debt On the Effective Date, in full and final satisfaction, $90,018,060 100% Claims settlement, release and discharge of and in exchange for each First Lien Debt Claim, the First Lien Debt Claims shall be Allowed, and each Holder of such First Lien Debt Claim shall receive the following treatment, at the election of the Debtors and the Required Supporting Noteholders, or, following the Effective Date, the Reorganized Debtors: (i) its share, on a Pro Rata basis, of the First Lien Recovery Notes; or (ii) payment in full in Cash of the amount of such Allowed First Lien Debt Claim.

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Projected Projected Recovery Claim / Equity Amount of Under the Class Interest Treatment of Claim/Equity Interest Claims Plan 3 Second Lien On the Effective Date, in full and final satisfaction, $72,644,839 41% - 83% Notes Claims settlement, release and discharge of and in exchange for each Second Lien Notes Claim, the Second Lien Notes Claims shall be Allowed, and each Holder of such Second Lien Notes Claim shall receive: (i) its share, on a Pro Rata basis, of 100% of the New Securities subject to dilution by the Management Incentive Plan Equity. As provided for in Article V.G. of this Plan, the number of shares of New Holdco Common Stock otherwise distributable to a Holder of a Second Lien Notes Claim may be reduced and replaced with New Holdco Warrants as may be required to comply with Communications Laws.

4 Prepetition On the Effective Date, all of the Debtors’ outstanding $103,931,488 0% HoldCo Notes obligations under the Prepetition HoldCo Notes Claims Claims shall be extinguished, canceled, and discharged, and each Holder of the Prepetition HoldCo Notes Claims shall receive no distribution on account of such Claim.

5 General Except to the extent that a Holder of an Allowed General $8,500,000 100% Unsecured Claims Unsecured Claim agrees to a less favorable treatment of its Allowed Claim, in exchange for full and final satisfaction, settlement, release, and discharge of each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim (other than any Claims arising from the ownership of any instrument evidencing an ownership interest in a Debtor) shall have its Claim Reinstated as of the Effective Date as an obligation of the applicable Reorganized Debtor and shall be satisfied in full in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim.

6 Topco Interests On the Effective Date, the Topco Interests shall be N/A 0% cancelled and extinguished.

7 Other Interests On the Effective Date, pursuant to the Plan and the N/A 0% Restructuring Transactions, Reorganized Alpha Media Holdings LLC shall acquire 100% ownership of Reorganized Alpha Media USA, LLC. All of the remaining Other Interests shall be retained by the applicable Reorganized Debtor without altering the organizational structure of the Debtors as it existed as of the Petition Date, except as otherwise contemplated by the Restructuring Transactions.

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E. What will I receive from the Debtors if I hold an Allowed Administrative Claim, DIP Claim, or a Priority Tax Claim?

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Claims, Fee Claims, and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims or Interests set forth in Article III of the Plan.

1. Administrative Claims

(a) General Administrative Claims

Administrative Claims will be satisfied as set forth in Article II.A of the Plan, as summarized herein. Except with respect to Administrative Claims that are Fee Claims and except to the extent that a Holder of an Allowed Administrative Claim and the applicable Debtors agree to less favorable treatment to such Holder, each Holder of an Allowed Administrative Claim shall be paid in full in Cash on the later of: (i) on or as soon as reasonably practicable after the Effective Date; (ii) on or as soon as reasonably practicable after the date such Administrative Claim is Allowed; and (iii) the date such Allowed Administrative Claim becomes due and payable, or as soon thereafter as is practicable; provided, however, that Allowed Administrative Claims that arise in the ordinary course of the Debtors’ business shall be paid in full in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing or other documents relating to, such transactions.

(b) Fee Claims

Professionals or other Entities asserting a Fee Claim for services rendered before the Effective Date must, as set forth in Article II.A of the Plan, file and serve on the Debtors and such other Entities who are designated by the Bankruptcy Rules, the Confirmation Order or other order of the Bankruptcy Court an application for final allowance of such Fee Claim no later than forty-five (45) days after the Effective Date; provided that the Reorganized Debtors may pay retained Professionals or other Entities in the ordinary course of business after the Effective Date. Objections to any Fee Claim must be Filed and served on the Reorganized Debtors and the requesting party no later than sixty (60) days after the Effective Date. To the extent necessary, the Plan and the Confirmation Order shall amend and supersede any previously entered order regarding the payment of Fee Claims. Notwithstanding anything to the contrary herein, the provisions regarding the reimbursement of professional fees and expenses of the Supporting Creditors as set forth in the Restructuring Support Agreement shall continue through the Effective Date and, for the avoidance of doubt, such professionals shall not be required to file any request for payment of such amounts pursuant to this Plan or otherwise.

2. Priority Tax Claims.

Priority Tax Claims will be satisfied as set forth in Article II.C of the Plan, as summarized herein. Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code.

3. DIP Claims

DIP Claims will be satisfied as set forth in Article II.C of the Plan, as summarized herein. Except to the extent that a holder of a DIP Claim agrees to a less favorable treatment, DIP Claims shall be

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Allowed in the full amount owing under the DIP Facility as of the Effective Date. The DIP Claims shall not be subject to any avoidance, reduction, setoff, offset, recoupment, recharacterization, subordination (whether equitable, contractual, or otherwise), counterclaim, cross-claim, defense, disallowance, impairment, objection, or any other challenge under any applicable law or regulation by any entity. In full satisfaction of the DIP Claims, on the Effective Date, each holder of a DIP Claim shall receive the Converted Exit Second Lien Notes.

F. Are any regulatory approvals required to consummate the Plan?

Yes, as described in Article VI.C. of this Disclosure Statement, the Federal Communications Commission (the “FCC”) must approve both (i) the FCC Short Form Application, which seeks FCC consent for a pro forma involuntary assignment of the Debtors’ FCC Licenses to the Debtors in Possession and (ii) the FCC Interim Long Form Application, which will seek FCC consent to the Transfer of Control. The Debtors may file the FCC Petition for Declaratory Ruling and the FCC Second Long Form Application seeking FCC consent to foreign ownership of the Reorganized Debtors in excess of twenty-five percent (25%) after the Effective Date and, if such filings are made prior to the Effective Date, their grant shall not be a condition to Consummation of the Plan.

G. What happens to my recovery if the Plan is not confirmed or does not go effective?

In the event that the Plan is not confirmed or does not go effective, there is no assurance that the Debtors will be able to reorganize their businesses. It is possible that any alternative may provide holders of Claims with less than they would have received pursuant to the Plan. For a more detailed description of the consequences of an extended chapter 11 case, or of a liquidation scenario, see Article VIII.B. of this Disclosure Statement, entitled “Best Interests of Creditors/Liquidation Analysis” and the Liquidation Analysis attached hereto as Exhibit C.

H. If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what is meant by “Confirmation,” “Effective Date,” and “Consummation?”

“Confirmation” of the Plan refers to approval of the Plan by the Bankruptcy Court. Confirmation of the Plan does not guarantee that you will receive the distribution indicated under the Plan. After Confirmation of the Plan by the Bankruptcy Court, there are conditions that need to be satisfied or waived so that the Plan can go effective. Initial distributions to holders of Allowed Claims will only be made on the date the Plan becomes effective—the “Effective Date”—or as soon as reasonably practicable thereafter, as specified in the Plan. See Article X of this Disclosure Statement, entitled “Confirmation of the Plan,” for a discussion of the conditions precedent to consummation of the Plan.

I. What are the sources of Cash and other consideration required to fund the Plan?

All consideration necessary for the Reorganized Debtors to make payments or distributions pursuant to the Plan shall be obtained from the DIP Facility, the Exit Second Lien Note Facility or other Cash from the Debtors, including Cash from business operations. Further, the Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth in the Plan, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Plan.

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J. Are there risks to owning the New Holdco Warrants upon emergence from chapter 11?

Yes. See Article VIII of this Disclosure Statement, entitled “Risk Factors.”

K. Is there potential litigation related to the Plan?

Parties in interest may object to the approval of this Disclosure Statement and may object to Confirmation of the Plan as well, which objections potentially could give rise to litigation. See Article VIII.C.10 of this Disclosure Statement, entitled “The Reorganized Debtors May Be Adversely Affected by Potential Litigation, Including Litigation Arising Out of the Chapter 11 Cases.”

In the event that it becomes necessary to confirm the Plan over the rejection of certain Classes, the Debtors may seek confirmation of the Plan notwithstanding the dissent of such rejecting Classes. The Bankruptcy Court may confirm the Plan pursuant to the “cramdown” provisions of the Bankruptcy Code, which allow the Bankruptcy Court to confirm a plan that has been rejected by an impaired Class if it determines that the Plan satisfies section 1129(b) of the Bankruptcy Code. See Article E of this Disclosure Statement, entitled “Confirmation Without Acceptance by All Impaired Classes.”

L. Will the final amount of Allowed General Unsecured Claims affect the recovery of holders of Allowed General Unsecured Claims under the Plan?

Each holder of an Allowed General Unsecured Claim shall have its Claim Reinstated as of the Effective Date as an obligation of the applicable Reorganized Debtor and shall be satisfied in full in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. Although the Debtors’ estimate of Allowed General Unsecured Claims is the result of the Debtors’ and their advisors’ careful analysis of available information, General Unsecured Claims actually asserted against the Debtors may be higher or lower than the Debtors’ estimate provided herein, which difference could be material. Moreover, the Debtors in the future may reject certain Executory Contracts and Unexpired Leases, which may result in additional rejection damages Claims not accounted for in this estimate. Further, the Debtors may object to certain proofs of claim, and any such objections ultimately could cause the total amount of Allowed General Unsecured Claims to change. These changes could affect recoveries to holders of Claims in Class 5, and such changes could be material.

M. How will the preservation of the Causes of Action impact my recovery under the Plan?

In accordance with section 1123(b) of the Bankruptcy Code, and except where such Causes of Action have been expressly released (including, for the avoidance of doubt, pursuant to the Releases by the Debtors provided by Article X of the Plan), the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date and such Reorganized Debtors’ rights to commence, prosecute or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, including the Non-Released Parties Claims. The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors, subject to the consent of the Required Lenders, including the Non-Released Parties Claims. No Person or Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or Reorganized Debtors, as applicable, will not pursue any and all available Causes of Action against them. Except with respect to Causes of Action as to which the Debtors or Reorganized Debtors have released any Person or Entity on or before the Effective

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Date (including pursuant to the Releases by the Debtors or otherwise), the Debtors or Reorganized Debtors, as applicable, expressly reserve all rights to prosecute any and all Causes of Action against any Person or Entity, except as otherwise expressly provided in the Plan. Unless any Causes of Action against a Person or Entity are expressly waived, relinquished, exculpated, released, compromised or settled in the Plan or a Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches, shall apply to such Causes of Action upon, after or as a consequence of the Confirmation or Consummation.

N. Will there be releases and exculpation granted to parties in interest as part of the Plan?

Yes, the Plan proposes to release the Released Parties and to exculpate the Exculpated Parties. The Debtors’ releases, third-party releases, and exculpation provisions included in the Plan are an integral part of the Debtors’ overall restructuring efforts and were an essential element of the negotiations among the Debtors and the parties to the Restructuring Support Agreement in obtaining their support for the Plan pursuant to the terms of the Restructuring Support Agreement.

The Released Parties and the Exculpated Parties have made substantial and valuable contributions to the Debtors’ restructuring through efforts to negotiate and implement the Plan, which will maximize and preserve the going-concern value of the Debtors for the benefit of all parties in interest. Accordingly, each of the Released Parties and the Exculpated Parties warrants the benefit of the release and exculpation provisions.

Because certain holders of the First Lien Claims are not party to the Restructuring Support Agreement, such parties are neither Released Parties nor Exculpated Parties and are included among the Non-Released Parties (as more fully described in the Plan).

The Debtors believe that the releases and exculpations in the Plan are necessary and appropriate and meet the requisite legal standard promulgated by the United States Court of Appeals for the Fourth Circuit. Moreover, the Debtors will present evidence at the Confirmation Hearing to demonstrate the basis for and propriety of the release and exculpation provisions. The release, exculpation, and injunction provisions that are contained in the Plan are copied in pertinent part below.

1. Release of Liens.

Except as otherwise provided in the Plan, the Exit Documents or in any contract, instrument, release or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of an Other Secured Claim, satisfaction in full of the portion of the Other Secured Claim that is Allowed as of the Effective Date, all mortgages, deeds of trust, Liens, pledges or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title and interest of any Holder of such mortgages, deeds of trust, Liens, pledges or other security interests shall revert to the Reorganized Debtor and its successors and assigns.

2. Releases by the Debtors.

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assigns, and representatives, and any and all other entities who may purport to assert any cause of action, by, through, for, or because of the foregoing entities, from any and all claims and Causes of Action, whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims asserted or assertable on behalf of the Debtors or their respective Estates, that the Debtors, Reorganized Debtors, or their respective Estates would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in the Debtors based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ in- or out-of- court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), any intercompany transaction, the DIP Claims, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, the Disclosure Statement, the DIP Facility, the Exit Note Facility, the New Securities, the FCC Approval Process (to the extent existing as of the Effective Date or relating to any period prior to the Effective Date), the Plan, the Plan Supplement, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement, the DIP Facility (including the DIP Order), the Exit Note Facility, the New Securities, the FCC Approval Process (to the extent existing as of the Effective Date or relating to any period prior to the Effective Date), the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Restructuring Documents, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt and/or securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, or any document, instrument, or agreement executed to implement the Plan (including the Exit Documents) and shall not result in a release, waiver, or discharge of any of the Debtors’ or Reorganized Debtors’ assumed indemnification provisions as set forth in the Plan. Notwithstanding anything to the contrary herein, nothing in this Plan shall constitute a release of the Non-Released Parties and the Non-Released Parties Claims.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtors’ foregoing release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor release; (c) in the best interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, Reorganized Debtors, or the Debtors’ respective Estates asserting any Claim or Cause of Action released pursuant to the foregoing release.

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3. Releases by Holders of Claims or Interests.

Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, and to the fullest extent allowed by applicable law, each Releasing Party is deemed to have released and discharged each of the Debtors, Reorganized Debtors, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims asserted or assertable on behalf of the Debtors or their respective Estates, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), any intercompany transaction, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, the Disclosure Statement, the DIP Facility, the Exit Note Facility, the New Securities, the FCC Approval Process (to the extent existing as of the Effective Date or relating to any period prior to the Effective Date). the Plan, or the Plan Supplement, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement, the DIP Facility, the Exit Note Facility, the New Securities, the FCC Approval Process (as of the Effective Date), the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Restructuring Documents, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for Claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (1) any post-Effective Date obligations of any party or Entity under the Plan, or any document, instrument, or agreement (including the Exit Documents and the New Securities, and other documents, instruments, and agreements set forth in the Plan Supplement) executed to implement the Plan, (2) any indemnification obligations of the Prepetition Second Lien Noteholders with respect to the Prepetition Second Lien Administrative Agent pursuant to the applicable Prepetition Secured Credit Documents and shall not result in a release, waiver, or discharge of any of the Debtors’ or the Reorganized Debtors’ assumed indemnification provisions as set forth in the Plan, or (3) any other obligations and liabilities of the respective Prepetition Lenders owed or at any time owing to the applicable Prepetition Agents pursuant to the Prepetition Secured Credit Documents that by their express terms survive termination. Notwithstanding anything to the contrary herein, nothing in this Plan shall constitute a release of the Non-Released Parties and the Non-Released Parties Claims.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the third-party release, which includes by reference each of the related provisions and definitions contained in the Plan, and, further, shall constitute the Bankruptcy Court’s finding that the third-party release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating and implementing the Plan; (d) a good faith settlement and compromise of the Claims released by the third-party release; (e) in the best interests of the Debtors and their respective Estates; (f) fair, equitable, and reasonable; (g) given and made

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after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to the foregoing third-party release.

4. Exculpation.

Notwithstanding anything contained in the Plan to the contrary, no Exculpated Party shall have or incur liability for, and each Exculpated Party is released and exculpated from, any Cause of Action or any Claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement and related prepetition transactions, the DIP Facility, the Exit Note Facility, the New Securities, the FCC Approval Process (to the extent existing as of the Effective Date or relating to any period prior to the Effective Date), the Disclosure Statement, the Plan, the Plan Supplement, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the DIP Facility (including the DIP Order), the Exit Note Facility, the New Securities, the FCC Approval Process (as of the Effective Date), the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt, and/or securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for Claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes on, and distribution of consideration pursuant to, the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not release or exculpate any Claim relating to any post-Effective Date obligations of any party or Entity under the Plan, or any document, instrument, or agreement (including the Exit Documents and other Restructuring Documents, and other documents, instruments and agreements set forth in the Plan Supplement) executed to implement the Plan. Notwithstanding anything to the contrary herein, nothing in this Plan shall constitute an exculpation of the Non-Released Parties and the Non-Released Parties Claims.

5. Injunction.

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enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities; (3) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or the property or Estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities unless such Entity has timely asserted such setoff right in a document filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a Claim or Interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities discharged, released, exculpated, or settled pursuant to the Plan.

For more detail, see Article X of the Plan, entitled “Settlement, Release, Injunction, and Related Provisions,” which is incorporated herein by reference.

O. What is the deadline to vote on the Plan?

The Voting Deadline is [●], [●], 2021, at [●] [a.m. / p.m.] (prevailing Eastern Time).

P. How do I vote for or against the Plan?

Detailed instructions regarding how to vote on the Plan are contained on the ballots distributed to holders of Claims that are entitled to vote on the Plan. For your vote to be counted, your ballot must be properly completed, executed, and delivered as directed, so that the ballot is actually received by the Debtors’ solicitation agent, Bankruptcy Management Solutions, Inc. d/b/a Stretto (“Stretto”, or the “Solicitation Agent”) on or before the Voting Deadline, i.e. [●], [●], 2021, at [●] [a.m. / p.m.], prevailing Eastern Time. See Article IX of this Disclosure Statement, entitled, “Solicitation and Voting Procedures.”

Q. Why is the Bankruptcy Court holding a Confirmation Hearing?

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court to hold a hearing on confirmation of the Plan and recognizes that any party in interest may object to Confirmation of the Plan. The Confirmation Hearing will be scheduled by the Bankruptcy Court shortly after the commencement of the Chapter 11 Cases. All parties in interest will be served notice of the time, date, and location of the Confirmation Hearing once scheduled.

R. What is the purpose of the Confirmation Hearing?

The confirmation of a plan of reorganization by a bankruptcy court binds the debtor, any issuer of securities under a plan of reorganization, any person acquiring property under a plan of reorganization, any creditor or equity interest holder of a debtor, and any other person or entity as may be ordered by the bankruptcy court in accordance with the applicable provisions of the Bankruptcy Code. Subject to certain limited exceptions, the order issued by the bankruptcy court confirming a plan of reorganization discharges a debtor from any debt that arose before the confirmation of such plan of reorganization and provides for the treatment of such debt in accordance with the terms of the confirmed plan of reorganization.

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S. What is the effect of the Plan on the Debtors’ ongoing businesses?

The Debtors are reorganizing under chapter 11 of the Bankruptcy Code. As a result, the occurrence of the Effective Date means that the Debtors will not be liquidated or forced to go out of business. Following Confirmation, the Plan will be consummated on the Effective Date, which is the later to occur of: (a) the date on which the Confirmation Order becomes a Final Order and (b) the third Business Day (or such earlier Business Day as agreed between the Debtors and the Required Lenders) immediately following the date on which the FCC Interim Long Form Approval is obtained, provided, however, in each case all of the conditions specified in Article IX.B. of the Plan have been satisfied or waived pursuant to Article IX.C of the Plan.

On or after the Effective Date, and unless otherwise provided in the Plan, the Reorganized Debtors may operate their businesses and, except as otherwise provided by the Plan, may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. Additionally, upon the Effective Date, all actions contemplated by the Plan will be deemed authorized and approved.

T. Will any party have significant influence over the corporate governance and operations of the Reorganized Debtors?

Upon the Effective Date, subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, as of the Effective Date, the new board for each of New Holdco and the Reorganized Debtors shall be comprised of such individuals selected pursuant to the Governance Term Sheet, and, to the extent then known, identified in the Plan Supplement, and shall be consistent with the Restructuring Support Agreement and the Governance Term Sheet. All members of the then-existing boards of directors, boards of managers or similar governing bodies of each of the Reorganized Debtors shall cease to hold office or have any authority from and after such time to the extent not expressly included as members of the respective new board. The officers of New Holdco and the Reorganized Debtors shall continue in office until terminated or replaced by the respective new boards.

Assuming that the Effective Date occurs, holders of Second Lien Notes Claims that receive New Securities, will be in a position to influence matters requiring approval by the holders of shares of New Holdco Common Stock, including, among other things, the election of directors and the approval of a change of control of the Reorganized Debtors.

U. Who do I contact if I have additional questions with respect to this Disclosure Statement or the Plan?

If you have any questions regarding this Disclosure Statement or the Plan, please contact the Debtors’ Solicitation Agent, Bankruptcy Management Solutions, Inc. d/b/a Stretto, via one of the following methods:

By regular mail, hand delivery, or overnight mail at:

Alpha Media Balloting Processing Center c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602

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By electronic mail at:

[email protected]

By telephone at:

(855) 395-0761 (toll free) or (949) 617-0086 (international)

Copies of the Plan, this Disclosure Statement, and any other publicly filed documents in the Chapter 11 Cases are available upon written request to the Solicitation Agent at the address above or by downloading the exhibits and documents from the website of the Solicitation Agent at https://cases.stretto.com/AlphaMedia (free of charge) or the Bankruptcy Court’s website at https://www.vaeb.uscourts.gov/ (for a fee).

V. Do the Debtors recommend voting in favor of the Plan?

Yes. The Debtors believe that the Plan provides for a larger distribution to the Debtors’ creditors and equity holders than would otherwise result from any other available alternative. The Debtors believe that the Plan, which contemplates a significant deleveraging of the Debtors’ balance sheet and enables them to emerge from chapter 11 expeditiously, is in the best interest of all holders of Claims or Interests, and that any other alternatives (to the extent they exist) fail to realize or recognize the value inherent under the Plan.

W. Who Supports the Plan?

The Plan is supported by the Debtors and the other RSA Parties that have executed the Restructuring Support Agreement.

III. THE DEBTORS’ RESTRUCTURING SUPPORT AGREEMENT AND PLAN

A. Restructuring Support Agreement

On January 21, 2021, the Debtors, the Supporting Second Lien Noteholders, and the Supporting Holdco Noteholders entered into the Restructuring Support Agreement. Since executing the Restructuring Support Agreement, the Debtors have documented the terms of the pre-arranged restructuring contemplated thereby, including the Plan. The restructuring transactions contemplated by the Plan will significantly reduce the Debtors’ funded debt obligations and result in a stronger balance sheet for the Debtors.

The Plan represents a significant step in the Debtors’ restructuring process. The Restructuring Support Agreement will allow the Debtors to proceed expeditiously through chapter 11 to a successful emergence. The Plan will significantly deleverage the Debtors’ balance sheet and provide the capital injection needed for the Debtors to conduct competitive operations going forward.

B. The Plan

The Plan contemplates the following key terms, among others described herein and therein:

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1. General Settlement of Claims and Interests

As discussed further in the Disclosure Statement and as otherwise provided herein, pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that Holders of Claims or Interests might have with respect to any Claim or Interest under the Plan. Distributions made to Holders of Allowed Claims in any Class are intended to be final and indefeasible.

2. Restructuring Transactions

On or after the Confirmation Date, the Debtors, with the consent of the Required Supporting Noteholders (which consent shall not to be unreasonably withheld, conditioned, or delayed unless otherwise provided in the Restructuring Support Agreement), or following the Effective Date, the Reorganized Debtors shall be authorized to enter into such transactions and take such other actions as may be necessary or appropriate to effect a corporate restructuring of their businesses, to otherwise simplify the overall corporate structure of the Debtors, or to organize certain of the Debtors under the Laws of jurisdictions other than the Laws of which such Debtors currently are organized, which restructuring may include one or more mergers, consolidations, acquisitions, transfers, assignments, dispositions, liquidations, or dissolutions as may be determined by the Debtors and the Prepetition Second Lien Administrative Agent prior to the Effective Date, or by the Reorganized Debtors following the Effective Date (including the dissolution of Old Alpha following the Effective Date) to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties, and obligations of certain of the Debtors vesting in one or more surviving, resulting, or acquiring Entities, including the transactions set forth in the Restructuring Transactions Memorandum (collectively, the “Restructuring Transactions”). In each case in which the surviving, resulting, or acquiring Entity in any such transaction is a successor to a Debtor, such surviving, resulting, or acquiring Entity shall perform the obligations of such Debtor pursuant to the Plan to satisfy the Allowed Claims against, or Allowed Interests in, such Debtor, except as provided in any contract, instrument, or other agreement or document effecting a disposition to such surviving, resulting, or acquiring Entity, which provides that another Debtor shall perform such obligations. The Restructuring Transactions shall include a taxable transfer of substantially all or a part of the Debtors’ assets or entities to a newly-formed entity (or an affiliate or subsidiary of such entity) to be controlled by certain Holders of the Prepetition Second Lien Notes Claims. The Debtors will reasonably cooperate to structure the formation of New Holdco and the distribution of the New Securities in a manner that is intended to result in a taxable transaction for United States federal income tax purposes with respect to the exchange of Claims in Class 3 for the consideration described herein.

In effecting the Restructuring Transactions, the Debtors shall be permitted to (i) execute and deliver appropriate agreements or other documents of merger, consolidation, restructuring, disposition, transfer, assignment, liquidation, or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable state Law and such other terms to which the applicable Entities may agree; (ii) execute and deliver appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable Entities may agree; (iii) file appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state Law; (iv) engage in a taxable transfer of substantially all or a part of a Debtor’s assets or subsidiary Entities to New Holdco; and (v) take all other actions that the applicable Entities determine to be necessary or appropriate, and in accordance with the consent rights set forth in the Restructuring Support

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Agreement, including making filings or recordings that may be required by applicable Law in connection with such Restructuring Transactions.

Upon the Confirmation Date, without any further approval, the Debtors shall have the right, but not the obligation, to acquire any asset of any other Debtor (including a Debtor for which confirmation of this Plan has not occurred) in exchange for an assumption of certain liabilities of such Debtor, provided that the acquiring Debtor and the selling Debtor each determine that such transfer, in the exercise of their business judgment, and in accordance with and subject always to the consent rights set forth in the Restructuring Support Agreement, is in the best interest of such Debtor and its respective Estate.

3. New Governance Documents

On the Effective Date, New Holdco shall enter into or amend and restate, as applicable, its New Governance Documents, as provided in this Plan or as otherwise directed by the Required Exit Noteholders, and shall make all such required filings with the applicable Secretaries of State and/or other applicable authorities in their respective states of organization as shall be required pursuant to the laws thereof.

4. Exit Facility

On the Effective Date, the Reorganized Debtors are authorized to execute and deliver the Exit Documents and all other documents necessary or appropriate to obtain the Exit Note Facility without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization or approval of any Person.

5. Sources of Cash for Plan Distributions and Transfers of Funds Among Debtors

All consideration necessary for the Reorganized Debtors to make payments or distributions pursuant hereto shall be obtained from the DIP Facility, the Exit Note Facility or other Cash from the Debtors, including Cash from business operations. Further, the Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Plan.

6. Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan or any agreement, instrument or other document incorporated therein, on the Effective Date, all property in each Estate, all Causes of Action (except those released pursuant to the Releases by the Debtors), including for the avoidance of doubt, any Non- Released Parties Claims, and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges or other encumbrances. On and after the Effective Date, except as otherwise provided in the Plan, and subject to compliance with the applicable provisions of the Communications Laws, each Reorganized Debtor may operate its business and may use, acquire or dispose of property and compromise or settle any Claims, Interests or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

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7. Transfer of Assets to New Holdco

On the Effective Date, Debtor Alpha Media Holdings LLC (which will then be Old Alpha) shall transfer certain assets and liabilities to New Holdco (which will then be Reorganized Alpha Media Holdings LLC) as contemplated by the Restructuring Transactions; provided, that such transferred assets and liabilities shall not include (a) any Rejected Executory Contract or Unexpired Lease and (b) any liabilities discharged pursuant to the Plan.

8. FCC Approval Process

The Debtors shall file the required FCC Short Form Application and the FCC Interim Long Form Application in accordance with the Restructuring Support Agreement. The Debtors may file a Petition for Declaratory Ruling and FCC Second Long Form Application after the Effective Date and, if such filings are made prior to the Effective Date, their grant shall not be a condition to Consummation. After the filing of the FCC Interim Long Form Application, any person who thereafter acquires a Second Lien Notes Claim may be issued New Holdco Warrants in lieu of any New Holdco Common Stock that would otherwise be issued to such entity under the Plan. In addition, the Debtors may request that the Bankruptcy Court implement restrictions on trading of Claims and Interests that might adversely affect the FCC Approval Process or the process for obtaining grant of the Petition for Declaratory Ruling or the FCC Second Long Form Application. The Debtors shall diligently prosecute the FCC Applications, including the Petition for Declaratory Ruling that the Debtors or Reorganized Debtors file, and the Debtors and the applicable Supporting Second Lien Noteholders shall promptly provide such additional documents or information requested by the FCC in connection with its review of the foregoing.

9. Directors and Officers of New Holdco and Reorganized Debtors.

Upon the Effective Date, subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, as of the Effective Date, the New Holdco Board for each of New Holdco and the Reorganized Debtors shall be comprised of such individuals as shall be directed by the Required Supporting Second Lien Noteholders, and, to the extent then known, identified in the Plan Supplement, and shall be consistent with the Restructuring Support Agreement and the Corporate Governance Term Sheet. All members of the then-existing boards of directors, boards of managers or similar governing bodies of each of the Reorganized Debtors shall cease to hold office or have any authority from and after such time to the extent not expressly included as members of the respective New Holdco Board. The officers of New Holdco and the Reorganized Debtors shall continue in office until terminated or replaced by the respective new boards.

10. Effectuating Documents; Further Transactions

On and after the Effective Date, New Holdco and the Reorganized Debtors, and the officers or other authorized Persons thereof at the direction of the New Holdco Board and/or the respective boards of directors of the other Reorganized Debtors, are authorized to and may issue, execute, deliver, file or record such contracts, securities, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of the Plan and the securities issued pursuant to the Plan in the name of and on behalf of New Holdco and the Reorganized Debtors, without the need for any approvals, authorization or consents except for those expressly required pursuant to the Plan or the New Governance Documents.

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IV. THE DEBTORS’ CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW

A. BACKGROUND OF THE DEBTORS AND BUSINESS OVERVIEW

1. Background

Alpha Media is the largest privately-held radio broadcast and multimedia company in the United States. Formed in 2009 by a veteran radio executive, Alpha Media grew through acquisitions and now owns or operates more than 200 radio stations that provide local news, sports, music, and entertainment to a weekly audience of more than 11 million listeners in 44 communities across the United States. In addition to its radio stations, Alpha Media provides digital content through more than 200 websites and countless mobile applications and digital streaming services. Alpha Media generates the majority of its revenue from the sale of advertising time on its radio stations to a wide range of local, regional, and national advertisers in consumer-focused industries, including automotive, entertainment, retail and financial services. Alpha Media’s strong relationships with local communities and highly engaging live content have cultivated a passionate listener base and attractive platform for advertisers, both of which ultimately distinguish Alpha Media from other top radio broadcasters.

Following a healthy financial performance in 2019, the Debtors experienced significant headwinds beginning in the first quarter of 2020 due to macroeconomic factors brought on by the COVID-19 pandemic. In response, the Debtors commenced these chapter 11 cases to implement the terms of a comprehensive, balance-sheet restructuring pursuant to that certain restructuring support agreement, dated January 24, 2021, by and among the Debtors, their second lien lenders, and holders of their unsecured notes (the “Restructuring Support Agreement”), a copy of which is attached hereto as Exhibit B, and the chapter 11 plan (the “Plan”) that the Debtors have filed contemporaneously herewith. The restructuring transactions contemplated by the Plan and Restructuring Support Agreement will effectuate a recapitalization of the Debtors’ approximately $267 million of prepetition funded indebtedness, preserve the Debtors’ ongoing business operations with limited interruption for their customers and employees, and ensure that the Debtors have access to sufficient liquidity not only to weather the economic downturn brought on by COVID-19, but to succeed upon emergence from bankruptcy.

2. Corporate History and Business Operations

Formed in 2009 by a veteran radio executive as “Alpha Broadcasting,” Alpha Media grew through acquisitions and, in 2014, merged with L&L Broadcasting to form Alpha Media. As set forth in the illustration below, Alpha Media now owns or operates more than 200 radio stations across the United States, including four stations in Virginia.1

1 These stations are a vital component of the Debtors’ business operations and comprise an integral part of the overall revenue stream. Specifically, Fredericksburg, Virginia is the home to WFLS FM 93.3 “Today’s New Country” and WNTX AM 1350 News, Talk, and Sports. WVBX FM 99.3 serves Spotsylvania county, and airs Brooke & Jeffrey in the morning. WWUZ FM 96.9 provides classic rock to the Bowling Green, Virginia community, and airs Alice Cooper’s evening classic rock show. In addition, Debtor Alpha Media LLC is party to four leases of real property located in the Eastern District of Virginia.

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In each of the markets in which it operates, Alpha Media focuses on creating and maintaining deep relationships with its listeners, local advertisers, and local communities by pursuing a strategy that is both live and local in nature. This means that local news, sports, music, entertainment, and live on-air personalities comprise the majority of over-the-air content to ensure broad appeal in each local market. Alpha Media further focuses on the local communities that it serves by supporting hundreds of charities and community events annually through, for example, on-air and online promotion, on-site appearances, donation of auction items and air-time, and hosting local events by on-air personalities.

In addition to its radio stations, Alpha Media offers consumers a collection of companion digital content, including online articles and videos, mobile applications, and streaming services. Alpha Media also hosts live performances in each of its three intimate performance venues in Oregon, Texas, and Wisconsin. Through its digital content and performance venues, Alpha Media offers its customers marketing and advertising solutions that are not otherwise directly available through radio.

Although Alpha Media generates the majority of its revenue through the sale of advertising time on its radio stations, it also produces revenue from the sale of display, audio, and video advertising in connection with its digital content. Alpha Media also provides digital marketing solutions, which consists of website design and build, search engine optimization, search/site retargeting, and other digital marketing services, which Alpha Media provides to its customers by partnering with outside vendors.

3. Regulations

The ownership, operation and sale and purchase transactions of radio stations are subject to the jurisdiction and oversight of the FCC, operating pursuant to the authority granted to the FCC under the Communications Act. The FCC’s regulatory functions include issuing permits and licenses in connection with the operations of radio stations, assigning broadcast frequencies, approving changes in ownership or control of radio stations, and adopting and implementing various rules and policies relating to broadcast programming and operations with which stations must comply. The Debtors’ ownership and operation of their radio stations are subject to the regulation and oversight of the FCC.

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B. CORPORATE STRUCTURE AND MANAGEMENT

All of the Debtors are limited liability companies or corporations that are organized under the laws of the State of Delaware. The organizational chart below illustrates the structure of the Debtors as of the date of this Disclosure Statement:

The following are the current key executive officers constituting the management of the Debtors, and a brief biography is provided for each of the officers.

Robert Proffitt – CEO. In 2009, Mr. Proffitt became a part owner of Alpha Broadcasting, operating six radio stations in Portland, Oregon. Mr. Proffitt served as the president and chief operating officer until 2013, when L&L Broadcasting was formed. As president/chief executive officer of L&L Broadcasting, Mr. Proffitt oversaw the acquisition of 62 additional stations in 8 markets over a 12 month period. In July 2014, Alpha Broadcasting and L&L Broadcasting merged to become Alpha Media LLC, where Mr. Proffitt continues to lead the company. Prior to Alpha Broadcasting, Mr. Proffitt was the president and chief operating officer of Citadel Broadcasting Corporation, which at that time was the third-largest radio company in the United States with 205 stations in 42 mid-sized markets.

John Grossi – CFO. Prior to joining Alpha Media in January 2017, Mr. Grossi led financial, strategic planning and operations teams for two Providence Equity Partners-backed media companies, first at BlueStone Television LLC as its chief financial officer and most recently at Newport Television LLC as its treasurer. Before joining BlueStone, Mr. Grossi served as CFO and treasurer for KLT Inc., a subsidiary of Great Plains Energy Inc. Prior to KLT, he co-founded Cable Television System Consolidator and served as its CFO. Mr. Grossi also served as vice president of corporate development at Northland Communications, a top 20 national cable television system operator. Mr. Grossi began his career as an auditor with Ernst & Young.

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C. OVERVIEW OF THE PREPETITION CAPITAL STRUCTURE

Alpha Holdings is the direct or indirect parent of each of the other Debtors, all of which are entities organized under the laws of the State of Delaware. As of January 24, 2021 (the “Petition Date”), and as summarized in the table below, the Debtors’ capital structure consists of outstanding funded-debt obligations in the aggregate principal and interest amount of approximately $267 million.

Total Amount Outstanding Obligation Administrative Agent Maturity on Petition Date

First Lien Term Loan DBD AMAC LLC 2/25/2022 $ 74,973,881.94 First Lien Revolver DBD AMAC LLC 2/25/2021 15,044,178.08 $ 90,018,060.02

Second Lien Notes ICG Debt Administration LLC 8/25/2022 $ 72,644,838.82

Unsecured Notes N.A. 2/25/2023 $ 103,931,487.68

Total $ 266,594,386.52

1. The Prepetition Credit Agreements

a. Prepetition First Lien Credit Agreement2

The Debtors are party to that certain First Lien Credit Agreement dated as of February 25, 2016 (as amended, supplemented, restated, or otherwise modified from time to time, the “Prepetition First Lien Credit Agreement”), by and among each of the Debtors other than Alpha Holdings (the “Prepetition Secured Obligors”), DBD AMAC LLC (as successor to Antares Capital LP) as administrative agent (“Fortress” or the “Prepetition First Lien Agent”), and each of the lenders party thereto (the “Prepetition First Lien Lenders,” and together with the Prepetition First Lien Agent, the “Prepetition First Lien Secured Parties”).3 The Prepetition First Lien Credit Agreement provides for a $280 million facility (the “First Lien Facility”) which consists of a $265 million term loan (the “First Lien Term Loan”) and up to $15 million in revolving loan commitments (the “First Lien Revolver”). The First Lien Revolver and the First Lien Term Loan mature on February 25, 2021 and February 25, 2022, respectively. As of the Petition Date, approximately $75 million is outstanding on the First Lien Term Loan and approximately $15 million is outstanding on the Prepetition First Lien Revolver. The Prepetition Secured Obligors’ obligations under the Prepetition First Lien Credit Agreement are secured by a first lien on all of the

2 Nothing herein shall be construed as an admission by the Debtors as to the validity, enforceability, or allowance of any claims or liens arising under or in connection with the Prepetition First Lien Credit Agreement or any related document. 3 Antares Capital LLC (“Antares” or the “Prior Prepetition First Lien Agent”) acted as administrative agent under the First Lien Credit Agreement, until the lenders under the First Lien Credit Facility sold their first lien debt holdings on January 15, 2021 to Fortress, who thereafter assumed the role as administrative agent. For the avoidance of doubt, the lenders composing the Prepetition First Lien Lenders prior to January 15, 2021 will be referred to as the “Prior Prepetition First Lien Lenders.” Moreover, the Prior Prepetition First Lien Lenders, taken together with Antares in its capacity as agent shall be referred to as the “Prior Prepetition First Lien Secured Parties.”

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Prepetition Secured Obligors’ right, title, and interest in substantially all of their assets other than certain equity interests, and certain FCC licenses (the “Prepetition Collateral”).

b. Prepetition Second Lien Credit Facility

Prior to the Petition Date, Alpha Media LLC and Alpha 3E Corporation issued notes secured by a second lien on the Prepetition Collateral (the “Prepetition Second Lien Notes”) in the original principal amount of $65 million pursuant to that certain Second Lien Note Purchase Agreement dated as of February 25, 2016 (as amended, supplemented, restated, or otherwise modified from time to time, the “Prepetition Second Lien Notes Purchase Agreement”), by and among each of the Prepetition Secured Obligors, ICG Debt Administration LLC as agent (“ICG” or the “Prepetition Second Lien Agent,” and together with the holders of the Prepetition Second Lien Notes, the “Prepetition Second Lien Secured Parties”), and the note purchaser parties thereto (the “Second Lien Noteholders”). As of the Petition Date, the aggregate amount outstanding under the Prepetition Second Lien Notes is approximately $73 million. The Prepetition Second Lien Notes mature on August 25, 2022.

Further, the respective rights and obligations of each of the lenders and agents under the Debtors’ prepetition secured credit documents and their respective interests in the Prepetition Collateral are governed by that certain Intercreditor Agreement dated as of February 25, 2016 (as amended, restated, supplemented, or otherwise modified from time to time). In accordance with the Intercreditor Agreement, the parties agreed, among other things, that (a) liens on any collateral securing the obligations under the Prepetition First Lien Credit Agreement will be senior in all respects and prior to any liens on collateral securing any obligations under the Prepetition Second Lien Credit Facility and (b) liens on any collateral securing the obligations under the Prepetition Second Lien Credit Facility shall be junior and subordinate in all respects to all liens on collateral securing any obligations under the Prepetition First Lien Credit Agreement.

c. Prepetition Note and Warrant Purchase Agreement

Pursuant to that certain Note and Warrant Purchase Agreement dated as of February 25, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Prepetition HoldCo Notes Purchase Agreement”), Alpha Holdings issued unsecured notes with an aggregate face value of $55 million (the “Prepetition HoldCo Notes”) to, among others, ICG North America Holdings Ltd. and Intermediate Capital Group plc (collectively, the “Unsecured Noteholders”).4 Pursuant to the Prepetition HoldCo Notes Purchase Agreement, interest on the Prepetition HoldCo Notes compounds quarterly at the non-default rate between 12.5% to 13% and is capitalized and added to the principal amount outstanding. As of the Petition Date, approximately $104 million of principal, interest, fees, and expenses is outstanding under the Prepetition HoldCo Notes. The Prepetition HoldCo Notes mature on February 25, 2023. The claims of the holders of the Prepetition HoldCo Notes are structurally subordinated to the claims of the Prepetition Secured Obligors’ creditors.

D. EVENTS LEADING UP TO THE CHAPTER 11 FILING

The radio broadcasting industry has been severely affected by the coronavirus pandemic. Like its competitors, Alpha Media has seen its revenues fall as its customers—the majority of whom are small to mid-size business that have been severely and adversely affected by COVID-19—have reduced their advertising budgets to weather the economic downturn. Indeed, Alpha Media has experienced a precipitous decline in year over year revenue since March 2020 as set forth below.

4 The ICG entity that holds Prepetition HoldCo Notes is not the same ICG entity that serves as the Prepetition Second Lien Agent.

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In response to deteriorating market conditions, the Debtors implemented wage reductions, furloughs, and reductions in force. Despite these efforts, however, the Debtors’ financial condition had deteriorated significantly by April 2020. As a result, the Debtors retained Moelis & Company, LLC (“Moelis”) as their investment banker to evaluate potential strategic alternatives. In May 2020, after receiving a going concern qualification in connection with their 2019 audit, the Debtors obtained a forbearance from the Prior Prepetition First Lien Secured Parties, the Second Lien Secured Parties, and certain holders of their unsecured notes. The Debtors obtained a subsequent forbearance from these parties which expired in July 2020, and the Prior Prepetition First Lien Secured Parties provided a third forbearance which expired on August 3, 2020.

During the initial forbearance period, the Debtors retained Sheppard Mullin Richter & Hampton LLP (“Sheppard”) as lead restructuring counsel, and the Debtors, with the assistance of their advisors, began working with key stakeholders to develop the terms of a transaction that would deleverage the Debtors’ balance sheet and provide additional liquidity. In early June 2020, Stephens Capital Partners LLC (“Stephens”) and Breakwater Management LP (“Breakwater”), each an equity owner of the Debtors and which collectively hold approximately 35% of Alpha Holding’s existing equity, reached out to the Debtors’ advisors with a proposal to restructure the Debtors’ debt obligations which provided for, among other things, an infusion of $32.5 million of new financing in exchange for approximately two-thirds of the equity in the reorganized company, with the Debtors retaining the option to buy back the remaining one-third of the equity for $45 million within the first 24 months following the reorganization.

On June 25, 2020, in response to the proposal put forth by Stephens and Breakwater, the board of directors of Alpha Holdings appointed two new independent directors to its board of directors and created a special independent committee of Alpha Holdings’ board (the “Special Independent Committee”), comprised solely of such two new independent directors, to review and make recommendations to Alpha Holdings’ board regarding potential restructuring and recapitalization transactions. Around this time, the Debtors retained EY Turnaround Management Services LLC (“EY”) as their financial restructuring advisor to further support the restructuring negotiations.

On July 8, 2020, ICG presented the Debtors and the Prior Prepetition First Lien Secured Parties with an alternative proposal to restructure the Debtors’ capital structure through an infusion of up to $30

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million in the form of a delayed draw term loan with the Debtors’ first lien lenders receiving their full claim in new first lien debt (the “ICG Refinancing Proposal”). Similarly, on July 28, 2020, Stephens and Breakwater provided the Debtors and their advisors with a renewed restructuring proposal whereby Stephens and Breakwater would provide $32.5 million of cash to the Debtors which would allow the Debtors to pay down a portion of their first lien debt, add liquidity to the balance sheet, and pay fees and expenses associated with the reorganization (the “Stephens- Breakwater Refinancing Proposal”). After discussions with Moelis and their other advisors, the Debtors ultimately decided that neither the ICG Refinancing Proposal nor the Stephens-Breakwater Refinancing Proposal provided terms that would adequately address and right-size the Debtors’ existing funded debt obligations and provide an adequate level of new liquidity.

In August and September 2020, having not coalesced around the terms of a viable restructuring alternative with its lenders or any other party in interest, the Debtors and Moelis determined to launch a capital raise process to potentially refinance the Debtors’ funded indebtedness and provide the Debtors with an alternative option. In particular, Moelis reached out to thirteen (13) potential investors, six (6) of whom agreed to sign a nondisclosure agreement and receive a marketing presentation. Ultimately, the Debtors received preliminary financing terms from three (3) parties, each subject to diligence.

The parties that submitted feedback to the Debtors and their advisors communicated that a meaningful equity cushion would be a prerequisite to any refinancing of the Debtors’ first lien debt. In addition, the parties that expressed interest were subsequently introduced to Stephens and Breakwater as potential financing providers given the new equity that Stephens and Breakwater had proposed investing in the Debtors. In October 2020, Stephens and Breakwater provided the Debtors and their advisors with a revised proposal to acquire substantially all of the Debtors’ assets for $120 million, financed with $80 million of new first lien indebtedness and $40 million of new equity.

Several weeks later, the Debtors and their advisors received two term sheets for the provision of debtor in possession financing: one from ICG and the other from the Prior Prepetition First Lien Lenders in support of the revised Stephens-Breakwater Refinancing Proposal. The Prior Prepetition First Lien Lenders’ proposal sought to finance the sale of substantially all of the Debtors’ assets through a chapter 11 process. For its part, ICG’s proposal contemplated a $37.5 million new money commitment in connection with a prepackaged bankruptcy in which the Debtors’ existing second lien debt and Prepetition HoldCo Notes would be converted to equity (the “ICG Prepack Proposal”). In connection with the ICG Prepack Proposal, ICG committed in principle to provide a $15 million second lien, debtor- in-possession financing facility to fund the prepackaged process through confirmation (the “Consensual Junior ICG DIP Proposal”). ICG’s offer to provide the Consensual Junior ICG DIP Proposal, however, was predicated upon the Debtors’ agreeing to pursue the ICG Prepack Proposal rather than any other restructuring alternative.

Throughout November 2020, while continuing to negotiate with ICG on the terms of the ICG Prepack Proposal and the Consensual Junior ICG DIP Proposal, the Debtors and their advisors worked with Stephens and Breakwater on the final terms of their sale proposal. Given the Prior Prepetition First Lien Secured Parties’ offer to fund the Debtors through a section 363 sale process and the fact that no other party in interest had come forward to provide a viable proposal to refinance the Debtors’ funded debt obligations out-of-court, the Debtors in their business judgment concluded that the contemplated sale could be best implemented in chapter 11, and Stephens and Breakwater agreed to be the stalking horse bidder (the “Stephens-Breakwater Sale Proposal”).

In early December 2020, counsel for ICG submitted a draft restructuring support agreement to the Debtors’ advisors predicated upon the principal terms of the ICG Prepack Proposal and corresponding Consensual Junior ICG DIP Proposal. After further discussions with ICG, Antares, and the Debtors’

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advisors on the relative merits of the ICG Prepack Proposal and the Stephens-Breakwater Sale Proposal, the Prior Prepetition First Lien Secured Parties indicated their desire to support the ICG Prepack Proposal in lieu of providing postpetition financing in connection with the Stephens-Breakwater Sale Proposal. Given the Prior Prepetition First Lien Secured Parties’ support for the ICG Prepack Proposal—which ultimately left the Debtors with the ICG Prepack Proposal as the only viable restructuring alternative—the Debtors’ board of directors, following the recommendation of the Special Independent Committee, determined that the best way to maximize value for their stakeholders was to finalize documentation with the Prior Prepetition First Lien Secured Parties and the Prepetition Second Lien Secured Parties with the intention of commencing chapter 11 cases to confirm a prepackaged chapter 11 case predicated, in large part, on the terms set forth in the ICG Prepack Proposal.

Throughout the rest of December 2020 and early January 2021, the Debtors and their prepetition lenders worked diligently to finalize the documentation necessary to commence prepackaged cases. On January 8, 2021, having prepared substantially final drafts of the prepackaged chapter 11 plan and related disclosure statement, the Debtors formally commenced solicitation of votes on the prepackaged plan. On January 15, 2021, the last day on which creditors entitled to vote on the prepackaged plan were permitted to submit their votes, the Debtors’ advisors received formal notice from the Prior Prepetition First Lien Secured Parties that the Prior Prepetition First Lien Lenders had sold their first lien debt position to affiliates of Fortress. Fortress soon made it clear to the Debtors’ advisors and advisors to ICG that it was not willing to immediately agree to support the prepackaged chapter 11 plan or provide a postpetition financing facility like the Consensual Junior ICG DIP Proposal.

In the days following the sale of the first lien loans, given that the ICG Prepack Proposal and Consensual Junior ICG DIP Proposal were no longer available, the Debtors’ advisors worked around the clock to negotiate the terms of a deal that would allow the Debtors to commence chapter 11 cases, access debtor-in-possession financing, and effectuate a balance-sheet restructuring. Both Fortress and ICG submitted proposals to the Debtors’ advisors for the provision of senior debtor-in-possession financing. Fortress’s postpetition financing proposal was predicated upon, among other things, a bankruptcy sale process without a stalking horse. ICG’s postpetition financing proposal contemplated prearranged chapter 11 cases through which the Debtors’ prepetition second lien lenders would have their prepetition claims equitized under the plan of reorganization. After discussing with their advisors and concluding that Fortress’s proposal was not viable, the Debtors ultimately determined, in their business judgement, that ICG’s proposal for senior postpetition financing in connection with prearranged chapter 11 cases offered them the best opportunity to address their prepetition obligations and access liquidity on value- maximizing terms.

Under the terms of the proposed restructuring, which is memorialized in the Restructuring Support Agreement and the Plan, ICG has agreed to provide $37.5 million of new money in the form of a second lien secured note purchase facility, $20 million of which represents the conversion, upon the Debtors’ emergence from bankruptcy, of the senior priming postpetition debtor-in-possession financing that ICG has agreed to provide. Pursuant to the Plan, the holders of claims related to the Debtors’ obligations under the Second Lien Notes Agreement will be converted to equity in the reorganized company. In addition, all general unsecured claims are riding through the bankruptcy unimpaired and will be paid in the ordinary course of business, and the Debtors’ obligations to their employees, customers, and trade vendors will be largely unaffected by these chapter 11 cases.

E. RESTRUCTURING SUPPORT AGREEMENT

Pursuant to the Restructuring Support Agreement, each of the RSA Parties have agreed, upon approval of this Disclosure Statement and commencement of solicitation of votes on the Plan, to exercise all votes to which it is entitled to accept the Plan and use commercially reasonable efforts to support,

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complete and do all of the things necessary and appropriate in furtherance of the transactions described therein, including those necessary to obtain FCC approval of the FCC Applications. This Section II.E is intended only to provide a summary of the material terms of the Restructuring Support Agreement and is qualified by reference to the entire Restructuring Support Agreement and should not be relied on for a comprehensive discussion of the Restructuring Support Agreement. To the extent there are any inconsistencies or conflicts between the summary in this Section II.E and the Restructuring Support Agreement, the terms and conditions set forth in the Restructuring Support Agreement shall control and govern.

While the Restructuring Support Agreement is in effect, each Prepetition Lender party thereto agreed to, among other things, (a) timely and properly vote its claims and interests in the Debtors in favor of the Plan, (b) as to each individual Prepetition Lender party thereto, not transfer any Second Lien Notes Claims, or Prepetition Holdco Notes Claims, as applicable, except to a transferee who agrees to be bound by the Restructuring Support Agreement, and (c) reasonably cooperate in seeking approval of the appropriate FCC Applications.

As described in the Restructuring Support Agreement, the Restructuring Support Agreement may be terminated by either the Prepetition Lenders party thereto or the Debtors under certain conditions. Should the Restructuring Support Agreement be terminated, the Debtors may not be able to obtain the support of any Prepetition Lenders required to adopt the Plan.

V. MATERIAL DEVELOPMENTS AND ANTICIPATED EVENTS OF THE CHAPTER 11 CASES

A. First Day Relief

On the Petition Date, along with their voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the “Petitions”), the Debtors intend to file several motions (the “First Day Motions”) designed to facilitate the administration of the Chapter 11 Cases and minimize disruption to the Debtors’ operations, by, among other things, easing the strain on the Debtors’ relationships with employees, vendors, and customers following the commencement of the Chapter 11 Cases. The First Day Motions, and all orders for relief granted in the Chapter 11 Cases, can be viewed free of charge at https://cases.stretto.com/AlphaMedia.

B. Proposed Case Timeline

In furtherance of the Restructuring Support Agreement, the Debtors propose the following case milestones to ensure that the Debtors’ chapter 11 cases proceed in a structured and expeditious manner toward confirmation:

(a) on or before January 24, 2021 (the “Petition Date”), the Debtors shall commence the Chapter 11 Cases by filing voluntary petitions under chapter 11 of the Bankruptcy Code with the Bankruptcy Court;

(b) on the Petition Date, the Debtors shall file the Plan, the Disclosure Statement, and motions seeking approval of the DIP Facility on an interim and final basis and requesting a hearing for approval of the Disclosure Statement and Solicitation Materials and a hearing for entry of the Confirmation Order;

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(c) on or before January 27, 2021, the Debtors shall file FCC Forms 316 (collectively, the “FCC Short Form Application”) seeking approval of transfer of control of the FCC Licenses from those Company Parties to the corresponding debtors-in-possession;

(d) on or before January 27, 2021, the Bankruptcy Court shall enter the Interim DIP Order approving the DIP Facility on an interim basis;

(e) on or before [•], 2021, the Debtors shall commence the solicitation of votes to accept or reject the Plan and, in connection with such solicitation, establish a date no later than [•], 2021 as the deadline to submit votes to accept or reject the Plan;

(f) five (5) Business Days after the later of the date on which (i) the FCC approves the FCC Short Form Application or (ii) the Company Parties determine in their discretion that they have received from the Supporting Second Lien Noteholders sufficient information required to file the FCC Interim Long Form Application, the applicable Company Parties and the Supporting Second Lien Noteholders shall file FCC Forms 314 (collectively, the “FCC Interim Long Form Application”) seeking approval to issue new equity; provided however that, for the avoidance of doubt, on a mutually agreeable date to be determined following the Effective Date, the applicable Company Parties and the Supporting Second Lien Noteholders shall jointly file FCC Forms 315 (the “FCC Second Long Form Application”) and the FCC Petition for Declaratory Ruling seeking FCC approval to permit the exercise of the New Holdco Warrants;

(g) on or before March 15, 2021, the Bankruptcy Court shall enter the Final DIP Order;

(h) on or before March 25, 2021, the Debtors shall file the Plan Supplement;

(i) on or before April 14, 2021, the Bankruptcy Court shall enter a Confirmation Order

(j) no later than three (3) Business Days following later of (a) the FCC’s approval of the FCC Interim Long Form Application and (b) the date on which the Confirmation Order becomes the Final Order, shall the Effective Date occur, subject to satisfaction or waiver of all other conditions precedent to Consummation set forth in the Plan.

Consistent with this timeline, the Debtors intend to seek a confirmation hearing before the Bankruptcy Court within approximately eighty (80) days of the Petition Date and emerge from chapter 11 shortly thereafter.

VI. RISK FACTORS

Holders of Claims eligible to vote on the Plan should read and consider carefully the risk factors set forth below before voting to accept or reject the Plan. Although there are many risk factors discussed below, these factors should not be regarded as constituting the only risks present in connection with the Debtors’ businesses or the Plan and its implementation.

A. CERTAIN BANKRUPTCY LAW CONSIDERATIONS

1. There Is a Risk of Termination of the Restructuring Support Agreement.

The Restructuring Support Agreement may terminate if, among other things, the deadlines set forth in such agreement are not met or if the conditions precedent to the respective parties’ obligations to

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support the Plan or to confirm the Plan are not satisfied in accordance with the terms of such agreement. If the Restructuring Support Agreement is terminated, the Debtors may not be able to obtain the support of the Prepetition Lenders required to adopt the Plan.

2. Parties in interest may object to the Debtors’ classification of Claims and Interests.

Section 1122 of the Bankruptcy Code provides that a Plan may place a Claim or an Interest in a particular Class only if such Claim or Interest is substantially similar to the other Claims or Interests in such Class. The Debtors believe that the classification of Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtors created Classes of Claims and Interests, each encompassing Claims or Interests, as applicable, that are substantially similar to the other Claims and Interests in each such Class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

3. The Conditions Precedent to the Effective Date of the Plan May Not Occur.

As more fully set forth in Article IX of the Plan, the Confirmation Date and the Effective Date of the Plan are subject to a number of conditions precedent. If such conditions precedent are not met or waived, the Confirmation Date or the Effective Date will not take place.

4. The Debtors may fail to satisfy the vote requirement.

If votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan, the Debtors intend to seek, as promptly as practicable thereafter, confirmation of the Plan. In the event that sufficient votes are not received, the Debtors may seek to accomplish an alternative plan of reorganization under Chapter 11 of the Bankruptcy Code (a “Chapter 11 Plan”). There can be no assurance that the terms of any such alternative Chapter 11 Plan would be similar or as favorable to the Holders of Allowed Claims or Interests as those proposed in the Plan. Among other things, certain holders of First Lien Debt Claims are not bound by the terms of the Restructuring Support Agreement.

5. The Debtors may not be able to secure confirmation of the Plan.

Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation of a Chapter 11 Plan, and requires, among other things, findings by the Bankruptcy Court that: (a) such Chapter 11 Plan “does not unfairly discriminate” and is “fair and equitable” with respect to any non-accepting Classes; (b) confirmation of such Chapter 11 Plan is not likely to be followed by a liquidation or a need for further financial reorganization unless such liquidation or reorganization is contemplated by the Chapter 11 Plan; and (c) the value of distributions to non-accepting Holders of Claims within a particular Class under such Chapter 11 Plan will not be less than the value of distributions such Holders would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code.

There can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A non-accepting Holder of an Allowed Claim or Interest might challenge either the adequacy of this Disclosure Statement or whether the balloting procedures and voting results satisfy the requirements of the Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court determined that this Disclosure Statement, the balloting procedures and voting results were appropriate and sufficient, the Bankruptcy Court could still decline to confirm the Plan if it found that any of the statutory requirements for confirmation had not been met, including the requirement that the terms of the Plan do not “unfairly

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discriminate” and are “fair and equitable” to Classes deemed to reject, or the Plan contains other terms disapproved of by the Bankruptcy Court.

Confirmation of the Plan is also subject to certain conditions as described in Article IX of the Plan. If the Plan is not confirmed, it is unclear what distributions, if any, Holders of Allowed Claims or Interests would receive with respect to their Allowed Claims or Interests.

The Debtors, subject to the terms and conditions of the Plan, reserve the right to modify the terms and conditions of the Plan as necessary for confirmation. Any such modifications could result in less favorable treatment of any Class, as well as any Classes junior to such Class, than the treatment currently provided in the Plan. Such less favorable treatment could include a distribution of property to the Class affected by the modification of a lesser value than currently provided in the Plan or no distribution of property whatsoever under the Plan. Section 1127 of the Bankruptcy Code permits the Debtors to modify the Plan at any time before confirmation, but not if such modified Plan fails to meet the requirements for confirmation. The Debtors or the Reorganized Debtors may modify the Plan at any time after confirmation of the Plan and before substantial consummation of the Plan if circumstances warrant such modification and the Bankruptcy Court, after notice and a hearing, confirms the Plan as modified, but not if such modified Plan fails to meet the requirements for confirmation. The Debtors will comply with the disclosure and solicitation requirements set forth in section 1125 of the Bankruptcy Code with respect to the modified Plan. Any Holder of a Claim or Interest that has accepted or rejected the Plan is deemed to have accepted or rejected, as the case may be, the Plan as modified, unless, within the time fixed by the Bankruptcy Court, such Holder changes their previous acceptance or rejection.

6. Non-consensual confirmation of the Plan will be necessary.

As currently contemplated in the Plan, Classes 4 and 6 are Impaired and not entitled to any distribution under the Plan on account of their claims or interests and are, therefore, conclusively presumed to have rejected the Plan. Nevertheless, the Bankruptcy Court may confirm the Plan at the Debtors’ request if at least one Impaired Class (Classes 2 and 3) has accepted the Plan (with such acceptance being determined without including the vote of any “insider” in such Class), and, as to each Impaired Class (Classes 4 and 6) that has not accepted the Plan, the Bankruptcy Court determines that the Plan "does not discriminate unfairly" and is “fair and equitable” with respect to the dissenting Impaired Classes. The Debtors believe that the Plan satisfies these requirements and the Debtors will request such non-consensual confirmation in accordance with subsection 1129(b) of the Bankruptcy Code. Nevertheless, there can be no assurance that the Bankruptcy Court will reach this conclusion.

7. Continued Risk Upon Confirmation

Even if the Plan is consummated, the Debtors will continue to face a number of risks, including certain risks that are beyond their control, such as further deterioration or other changes in economic conditions, changes in the industry, potential revaluing of their assets due to chapter 11 proceedings and increasing expenses. Some of these concerns and effects typically become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the case may be completed. As a result of these risks and others, there is no guarantee that a chapter 11 plan of reorganization reflecting the Plan will achieve the Debtors’ stated goals.

In addition, at the outset of the Chapter 11 Cases, the Bankruptcy Code provides the Debtors with the exclusive right to propose the Plan and prohibits creditors and others from proposing a plan. The Debtors will have retained the exclusive right to propose the Plan upon filing their Petitions. If the Bankruptcy Court terminates that right, however, or the exclusivity period expires, there could be a

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material adverse effect on the Debtors’ ability to achieve confirmation of the Plan in order to achieve the Debtors’ stated goals.

Furthermore, even if the Debtors’ debts are reduced and/or discharged through the Plan, the Debtors may need to raise additional funds through public or private debt or equity financing or various other means to fund the Debtors’ businesses after the completion of the proceedings related to the Chapter 11 Cases. Adequate funds may not be available when needed or may not be available on favorable terms.

8. The Debtors may object to the amount or classification of a Claim or Interest.

Except as otherwise provided in the Plan, the Debtors and Reorganized Debtors reserve the right to object to the amount or classification of any Claim or Interest under the Plan. The estimates set forth in this Disclosure Statement cannot be relied on by any Holder of a Claim or Interest where such Claim or Interest is or may become subject to an objection, counterclaim or other suit by the Debtors. Any Holder of a Claim or Interest that is or may become subject to an objection thus may not receive its expected share of the estimated distributions described in this Disclosure Statement.

9. The Effective Date may not occur.

Although the Debtors believe that the Effective Date may occur quickly after the Confirmation Date, there can be no assurance as to such timing, or as to whether the Effective Date will, in fact, occur.

10. Contingencies will not affect validity of votes of Impaired Classes to accept or reject the Plan.

The distributions available to Holders of Allowed Claims and Interests under the Plan can be affected by a variety of contingencies. The occurrence of any and all such contingencies, which could affect distributions available to Holders of Allowed Claims and Interests under the Plan, will not affect the validity of the vote taken by the Voting Classes to accept or reject the Plan or require any sort of revote by such Voting Classes.

11. The Chapter 11 Cases May Be Converted to Cases under Chapter 7 of the Bankruptcy Code

If the Bankruptcy Court finds that it would be in the best interest of creditors and/or the debtor in a chapter 11 case, the Bankruptcy Court may convert a chapter 11 bankruptcy case to a case under chapter 7 of the Bankruptcy Code. In such event, a chapter 7 trustee would be appointed or elected to liquidate the Debtors’ assets for distribution in accordance with the priorities established by the Bankruptcy Code. The Debtors believe that liquidation under chapter 7 would result in significantly smaller distributions being made to creditors than those provided for in a chapter 11 plan because of (a) the likelihood that the assets would have to be sold or otherwise disposed of in a disorderly fashion over a short period of time, rather than reorganizing or selling the business as a going concern at a later time in a controlled manner, (b) additional administrative expenses involved in the appointment of a chapter 7 trustee, and (c) additional expenses and Claims, some of which would be entitled to priority, that would be generated during the liquidation, including Claims resulting from the rejection of Unexpired Leases and other Executory Contracts in connection with cessation of operations.

12. Contingencies Could Affect Votes of Impaired Classes to Accept or Reject the Plan.

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The distributions available to holders of Allowed Claims under the Plan can be affected by a variety of contingencies, including, without limitation, whether the Bankruptcy Court orders certain Allowed Claims to be subordinated to other Allowed Claims. The occurrence of any and all such contingencies, which could affect distributions available to holders of Allowed Claims under the Plan, will not affect the validity of the vote taken by the Impaired Classes to accept or reject the Plan or require any sort of revote by the Impaired Classes.

The estimated Claims and creditor recoveries set forth in this Disclosure Statement are based on various assumptions, and the actual Allowed amounts of Claims may significantly differ from the estimates. Should one or more of the underlying assumptions ultimately prove to be incorrect, the actual Allowed amounts of Claims may vary from the estimated amount of Claims contained in this Disclosure Statement. Moreover, the Debtors cannot determine with any certainty at this time, the number or amount of Claims that will ultimately be Allowed. Such differences may materially and adversely affect, among other things, the percentage recoveries to holders of Allowed Claims under the Plan.

13. Releases, Injunctions, and Exculpations Provisions May Not Be Approved.

Article X of the Plan provides for certain releases, injunctions, and exculpations. The releases, injunctions, and exculpations provided in the Plan are subject to objection by parties in interest and may not be approved. If the releases are not approved, certain Released Parties may withdraw their support for the Plan.

The releases provided to the Released Parties and the exculpation provided to the Exculpated Parties is necessary to the success of the Debtors’ reorganization because the Released Parties and Exculpated Parties have made significant contributions to the Debtors’ reorganizational efforts that are important to the success of the Plan and have agreed to make further contributions, including by agreeing to massive reductions in the amounts of their claims against the Debtors’ estates and facilitating a critical source of post-emergence liquidity, but only if they receive the full benefit of the Plan’s release and exculpation provisions. The Plan’s release and exculpation provisions are an inextricable component of the Restructuring Support Agreement and Plan and the significant deleveraging and financial benefits that they embody.

14. The Debtors Cannot Predict the Amount of Time Spent in Bankruptcy for the Purpose of Implementing the Plan, and a Lengthy Bankruptcy Proceeding Could Disrupt the Debtors’ Businesses, as Well as Impair the Prospect for Reorganization on the Terms Contained in the Plan.

The Debtors estimate that the process of obtaining Confirmation and Consummation of the Plan by the Bankruptcy Court could last approximately one hundred twenty (120) days from the Petition Date, but it could last considerably longer if, for example, Confirmation is contested or the conditions to Confirmation or Consummation are not satisfied or waived. Although the Plan is designed to minimize the length of the bankruptcy proceedings, it is impossible to predict with certainty the amount of time that the Debtors may spend in bankruptcy, and the Debtors cannot be certain that the Plan will be confirmed. Even if confirmed on a timely basis, a bankruptcy proceeding to confirm the Plan could itself have an adverse effect on the Debtors’ businesses. There is a risk, due to uncertainty about the Debtors’ futures that, among other things:

. employees could be distracted from performance of their duties or more easily attracted to other career opportunities;

. key customers may choose to switch to a competitor; and

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. suppliers, vendors, or other business partners could terminate their relationship with the Debtors or demand financial assurances or enhanced performance, any of which could impair the Debtors’ prospects and financial condition.

A lengthy bankruptcy proceeding also would involve additional expenses and divert the attention of management from the operation of the Debtors’ businesses.

The disruption that the bankruptcy process would have on the Debtors’ businesses could increase with the length of time it takes to complete the Chapter 11 Cases. If the Debtors are unable to obtain Confirmation of the Plan on a timely basis, because of a challenge to the Plan or otherwise, the Debtors may be forced to operate in bankruptcy for an extended period of time while they try to develop a different plan of reorganization that can be confirmed. A protracted bankruptcy case could increase both the probability and the magnitude of the adverse effects described above.

15. The Reorganized Debtors May Not Be Able to Achieve Their Projected Financial Results.

The Reorganized Debtors may not be able to achieve their projected financial results. The Financial Projections (as defined herein) set forth in this Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economies in general, and the industry segments in which the Debtors operate in particular. While the Debtors believe that the Financial Projections contained in this Disclosure Statement are reasonable, there can be no assurance that they will be realized. If the Debtors do not achieve their projected financial results, the value of the New Holdco Common Stock may be negatively affected and the Debtors may lack sufficient liquidity to continue operating as planned after the Effective Date. Moreover, the financial condition and results of operations of the Reorganized Debtors from and after the Effective Date may not be comparable to the financial condition or results of operations reflected in the Debtors’ historical financial statements.

16. The Debtors May Not Be Able to Accurately Report Their Financial Results.

The Debtors have established internal controls over financial reporting. However, internal controls over financial reporting may not prevent or detect misstatements or omissions in the Debtors’ financial statements because of their inherent limitations, including the possibility of human error, and the circumvention or overriding of controls or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Debtors fail to maintain the adequacy of their internal controls, the Debtors may be unable to provide financial information in a timely and reliable manner within the time periods required for the Debtors’ financial reporting under the terms of the agreements governing the Debtors’ indebtedness. Any such difficulties or failure could materially adversely affect the Debtors’ business, results of operations, and financial condition. Further, the Debtors may discover other internal control deficiencies in the future and/or fail to adequately correct previously identified control deficiencies, which could materially adversely affect the Debtors’ businesses, results of operations, and financial condition.

17. Tax implications of the Plan.

The U.S. federal income tax consequences of the Plan are complex and are subject to significant uncertainties. The Debtors currently do not intend to seek any ruling from the IRS on the tax consequences of the Plan. Even if the Debtors decide to request a ruling, there would be no assurance that the IRS would rule favorably or that any ruling would be issued before the Effective Date. In addition, in

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such case, there would still be issues with significant uncertainties, which would not be the subject of any ruling request. Thus, there can be no assurance that the IRS will not challenge the various positions the Debtors have taken, or intend to take, with respect to the tax treatment in the Plan, or that a court would not sustain such a challenge.

B. RISK FACTORS THAT COULD NEGATIVELY IMPACT THE DEBTORS’ AND REORGANIZED DEBTORS’ BUSINESSES

1. Adverse economic conditions have caused a decline in client spending on advertising which has adversely affected the Debtors’ businesses and financial performance.

The Debtors’ operating results continue to be impacted by the health of the national economy and the local economies in which they operate. The Debtors' businesses and financial performance, including the collection of their accounts receivable, have been and may continue to be adversely affected by current and future economic conditions (including a reduction in the availability of credit and financial market volatility) which have caused a decline in client spending on advertising. Additionally, declines in the financial health of specific industries that routinely advertise on the Debtors’ stations, such as the automotive sector, have negatively impacted their businesses, and could continue to do so in the future.

2. The Debtors face many unpredictable business risks that could have a material adverse effect on their future operations.

The Debtors’ operations are subject to many business risks, including certain risks that specifically influence the radio broadcasting industry, which could have a material adverse effect on their businesses. These include:

. changing economic conditions, both generally and relative to the radio broadcasting industry;

. shifts in population, listenership, demographics, or audience tastes;

. the level of competition for advertising revenues with other radio stations, satellite radio, television stations, newspapers, Internet-based media, and other communications media;

. technological changes and innovations;

. the potential future imposition of fees or charges specific to the broadcasting industry; and

. changes in governmental regulations and policies and actions of federal regulatory bodies, including the U.S. Department of Justice, the Federal Trade Commission, and the FCC.

Given the inherent unpredictability of these variables, the Debtors cannot with any degree of certainty predict what effect, if any, these risks will have on their future operations. However, these risks and uncertainties could affect the Debtors’ business and operations in various ways. For example, negative events associated with the Chapter 11 Cases could adversely affect the Debtors’ ability to compete for advertising dollars and their relationship with customers, as well as with business partners, vendors, employees, and on-air talent, which in turn could adversely affect the Debtors’ operations and

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financial condition, particularly if the Chapter 11 Cases are protracted. Also, the Debtors will need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit the Debtors’ ability to timely respond to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with the Chapter 11 Cases, the ultimate impact of events that occur during these proceedings will have on the Debtors’ business, financial condition, and results of operation cannot be accurately predicted or quantified.

3. Operating in Bankruptcy for a Long Period of Time May Harm the Debtors’ Businesses

The Debtors’ future results will be dependent upon the timely and successful confirmation and implementation of a plan of reorganization. If a restructuring is protracted, it could adversely affect the Debtors’ operating results, including their relationships with advertising customers, business partners, employees, and on-air talent. The longer the Chapter 11 Cases continue, the more likely it is that the Debtors’ advertising customers will lose confidence in the Debtors’ ability to reorganize their businesses successfully and seek to establish alternative commercial relationships. If the Debtors experience a protracted reorganization, there is a significant risk that the value of the enterprise would be substantially eroded to the detriment of all stakeholders.

So long as the proceedings related to the Chapter 11 Cases continue, the Debtors will be required to incur substantial costs for professional fees and other expenses associated with the administration of the Chapter 11 Cases.

4. Financial Results May Be Volatile and May Not be Indicative of Future Financial Performance

The Debtors primarily derive revenues from the sale of advertising. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns. Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. For example, the global economic downturn that began in March 2020 as a result of the COVID-19 pandemic resulted in a decline in advertising and marketing by the Debtors’ customers, which resulted in a decline in advertising revenues across the Debtors’ businesses. This reduction in advertising revenues had an adverse effect on the Debtors’ revenue, profit margins, cash flow, and liquidity. Global economic conditions have been slow to recover and remain uncertain. Even though the Debtors revenues increased in the fourth quarter of 2020, such increase was due in part to expected seasonal increases in advertising spending as a result of the 2020 Presidential election and other key political races in the United States. The Debtors are unable to predict with certainty future advertising spending by its customers. If economic conditions do not continue to improve, economic uncertainty increases or economic conditions deteriorate again, global economic conditions may once again adversely impact the Debtors’ revenue, profit margins, cash flow, and liquidity. Furthermore, because a significant portion of the Debtors’ revenue is derived from local advertisers, the Debtors’ ability to generate revenues in specific markets is directly affected by local and regional conditions, and unfavorable regional economic conditions also may adversely impact the Debtors’ results. In addition, even in the absence of a downturn in general economic conditions, an individual business sector or market may experience a downturn, causing it to reduce its advertising expenditures, which also may adversely affect the Debtors’ results.

Moreover, during the Chapter 11 Cases, the Debtors’ financial results may be volatile as asset impairments, asset dispositions, restructuring activities and expenses, contract terminations and rejections, and/or claims assessments may significantly impact the Debtors’ consolidated financial statements. As a result, the Debtors’ historical financial performance may not be indicative of their financial performance after the Petition Date.

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5. The Debtors Have Substantial Liquidity Needs

The Debtors’ ability to fund their operations and capital expenditures requires a significant amount of cash. If the Debtors’ cash flow from operations decreases as a result of lower advertising prices, decreased listener demand, or otherwise, the Debtors may not have the ability to expend the capital necessary to improve or maintain their current operations, resulting in decreased revenues over time.

The Debtors face uncertainty regarding the adequacy of their liquidity and capital resources and during the pendency of the Chapter 11 Cases may have limited access to additional financing. In addition to the cash necessary to fund ongoing operations, the Debtors have incurred significant professional fees and other costs in connection with preparing for the Chapter 11 Cases and expect to continue to incur significant professional fees and costs throughout the Chapter 11 Cases. The Debtors cannot guarantee that cash on hand and cash flow from operations will be sufficient to continue to fund their operations and allow the Debtors to satisfy obligations related to the Chapter 11 Cases until the Debtors are able to emerge from bankruptcy protection.

The Debtors’ long-term liquidity requirements and the adequacy of their capital resources are difficult to predict at this time. The Debtors’ liquidity, including the ability to meet ongoing operational obligations, will be dependent upon, among other things: (a) their ability to comply with the terms and conditions of any cash collateral order entered by the Bankruptcy Court in connection with the Chapter 11 Cases; (b) their ability to maintain adequate cash on hand; (c) their ability to generate cash flow from operations; (d) their ability to develop, confirm, and consummate a chapter 11 plan or other alternative restructuring transaction; and (e) the cost, duration, and outcome of the Chapter 11 Cases. The Debtors’ ability to maintain adequate liquidity depends, in part, upon industry conditions and general economic, financial, competitive, regulatory, and other factors beyond the Debtors’ control.

6. The Debtors Operate in a Highly Competitive Industry

The Debtors operate in a highly competitive industry, and they may not be able to maintain or increase their current audience ratings and advertising revenues following their emergence from the Chapter 11 Cases. The Debtors compete for audiences and advertising revenues with other radio and outdoor advertising businesses, as well as with other media, such as newspapers, magazines, television, direct mail, portable digital audio players, mobile devices, satellite radio, Internet-based services, and live entertainment, within their respective markets. Audience ratings and market shares are subject to change for various reasons, including through consolidation of the Debtors’ competitors through processes such as mergers and acquisitions, which could have the effect of reducing the Debtors’ revenues in a specific market. The Debtors’ competitors may develop technology, services, or advertising media that are equal or superior to those the Debtors provide or that achieve greater market acceptance and brand recognition than the Debtors achieve. Additionally, advertisers may be hesitant to purchase advertising from the Debtors during the Chapter 11 Cases. It also is possible that new competitors may emerge and rapidly acquire significant market share in any of the Debtors’ business segments. An increased level of competition for advertising dollars may lead to lower advertising rates as the Debtors attempt to retain customers or may cause the Debtors to lose customers to their competitors who offer lower rates that the Debtors are unable or unwilling to match. The Debtors’ ability to compete effectively depends in part on the Debtors’ ability to achieve a competitive cost structure during the Chapter 11 Cases. If the Debtors cannot do so, then their business, financial condition, and operating results would be adversely affected.

7. The Reorganized Debtors May Be Adversely Affected by Potential Litigation, Including Litigation Arising Out of the Chapter 11 Cases

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In the future, the Reorganized Debtors may become parties to litigation. In general, litigation can be expensive and time consuming to bring or defend against, even if the complaints are meritless. Such litigation could result in settlements or damages that could significantly affect the Reorganized Debtors’ financial results. It is also possible that certain parties will commence litigation with respect to the treatment of their Claims under the Plan. It is not possible to predict the potential litigation that the Reorganized Debtors may become party to, or the final resolution of such litigation. The effect of any such litigation on the Reorganized Debtors’ businesses and financial stability, however, could be material.

8. The Loss of Employees Could Adversely Affect the Debtors’ Operations

As a result of the Chapter 11 Cases, the Debtors may experience increased levels of employee attrition, and their employees likely will face considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect the Debtors’ business and results of operations. The Debtors’ ability to engage, motivate and retain key employees or take other measures intended to motivate and incent key employees to remain with them through the pendency of the Chapter 11 Cases is limited by restrictions on implementation of incentive programs under the Bankruptcy Code. The loss of services of members of the Debtors’ senior management team could impair the Debtors’ ability to execute their strategy and implement operational initiatives, which would be likely to have a material adverse effect on their financial condition, liquidity and results of operations.

9. The Debtors’ Business is Dependent On the Performance of On-Air Talent and Program Hosts

The Debtors employ or independently contract with many on-air personalities and hosts of syndicated radio programs with significant loyal audiences in their respective markets. Competition for these individuals is intense and many of these individuals are under no legal obligation to remain with the Debtors. The Debtors’ competition may extend offers to any of these individuals on terms that the Debtors may be unwilling to meet. Furthermore, the popularity and audience loyalty of the Debtors’ key on-air talent and program hosts is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond the Debtors’ control and could have a material adverse effect on the Debtors’ ability to attract local and/or national advertisers and on the Debtors’ revenue and/or ratings, and could result in increased expenses.

10. Certain Claims May Not Be Discharged and Could Have a Material Adverse Effect on the Debtors’ Financial Condition and Results of Operations

The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. With few exceptions, all Claims that arise prior to the Debtors’ filing of their Petitions or before confirmation of a plan of reorganization (a) would be subject to compromise and/or treatment under the plan of reorganization and/or (b) would be discharged in accordance with the terms of the plan of reorganization. However, there can be no assurance that the aggregate amount of such claims that are not subject to treatment under the Plan or that are not discharged will not be material.

11. Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the market value of the Debtors’ current or future debt obligations

The London Inter-bank Offered Rate (“LIBOR”) and certain other interest “benchmarks” may be subject to regulatory guidance and/or reform that could cause interest rates under the Debtors’ current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.

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The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging or requiring banks to submit LIBOR rates after 2021, and it is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will evolve. If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, interest rates on the Debtors’ debt obligations may be adversely affected.

C. RISK FACTORS RELATED TO REGULATION

1. The Debtors’ Business Depends upon Licenses Issued by the FCC, and If Licenses Were Not Renewed or the Reorganized Debtors Were to Be Out of Compliance with FCC Regulations and Policies, the Reorganized Debtors’ Business Would Be Materially Impaired.

The Debtors’ business depends upon maintaining their broadcasting licenses issued by the FCC, which are issued currently for a maximum term of eight years and are renewable upon timely application to the FCC. Interested parties may challenge a renewal application. The FCC has authority to revoke licenses, not grant renewal applications, or grant renewal with significant qualifications, including renewals for less than a full term of eight years. In the last renewal cycle, all of the Debtors’ FCC Licenses were renewed; however, the Debtors cannot be certain that the Reorganized Debtors’ future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect the Reorganized Debtors’ operations, could result in material impairment or could adversely affect the Reorganized Debtors’ liquidity and financial condition. If any of the Reorganized Debtors’ FCC Licenses are not renewed, it could prevent the Reorganized Debtors from operating the affected stations and generating revenue from them. Further, the FCC has a general policy restricting the transferability of a station license while a renewal application for that station is pending. In addition, the Reorganized Debtors must comply with extensive FCC regulations and policies governing the ownership and operation of their radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict the Reorganized Debtors’ ability to consummate future transactions. FCC rules governing the Debtors’ radio station operations impose costs on their operations, and changes in those rules could have an adverse effect on the Reorganized Debtors’ business. The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. If the FCC relaxes these technical requirements, it could impair the signals transmitted by the Reorganized Debtors’ radio stations and could have a material adverse effect on the Reorganized Debtors’ business. Moreover, governmental regulations and policies may change over time, and the changes may have a material adverse impact upon the Reorganized Debtors’ businesses, financial condition and results of operations.

2. There Will Be FCC Approval Requirements in Connection with Emergence from Chapter 11.

The consent of the FCC is required for the assignment of FCC licenses or for the transfer of control of an entity that holds or controls FCC licenses. Except in the case of “involuntary” assignments and transfers of control, prior consent of the FCC is required before an assignment of FCC licenses or a transfer of control of FCC licensees may be consummated. Upon the commencement of the Chapter 11 Cases, the Debtor Entities that control the FCC Licenses will change to debtor-in-possession status. The FCC considers this change in status to be an “involuntary” assignment, and after-the-fact approval of this involuntary assignment must be obtained from the FCC through the FCC Short Form Application. The Debtors’ emergence from bankruptcy pursuant to the Plan will require further consent of the FCC to effectuate the Transfer of Control of the FCC Licenses to the Reorganized Debtors. Actions ordered by the Bankruptcy Court, such as appointment of a chapter 11 trustee, could require further consent of the FCC. The FCC treats emergence from bankruptcy by a licensee or its parent company as a “voluntary”

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assignment of FCC licenses or a transfer of control of FCC licensees. Prior approval of the FCC is required for such voluntary transfers or assignments. Because the Plan involves, among other things, the issuance of New Holdco Common Stock that will effect a substantial change in the ownership of the Debtors under FCC regulations, FCC approval pursuant to the FCC Interim Long Form Application is required prior to Consummation of the Plan. As a condition to issuance of the FCC approval, the FCC may require the Debtors or certain of their attributable interest holders to divest one or more radio broadcast stations or other media entities if the ownership of such station or media entity upon Consummation of the Plan would cause the Debtors or one of such attributable interest holders to violate the FCC’s multiple or cross-ownership rules. In addition, the Debtors anticipate filing the FCC Second Long Form Application and the FCC Petition for Declaratory Ruling to obtain authorization from the FCC for foreign ownership of the Reorganized Debtors in excess of twenty-five percent (25%). The Debtors cannot guarantee that the FCC will grant the declaratory ruling, although the FCC in several recent cases has approved indirect foreign ownership of radio and television broadcast stations in excess of twenty-five percent (25%). In addition, the FCC has imposed conditions in connection with such approvals. If the Declaratory Ruling is not granted, or is granted to permit a lesser amount of foreign ownership than the Debtors request, the New Holdco Warrants may not be exercisable by holders thereof that are Non-U.S. Persons or are owned in whole or in part by Non-U.S. Persons, although such New Holdco Warrants would be exercisable if transferred to one or more U.S. Persons. Even if the FCC grants the declaratory ruling, the Debtors cannot guarantee that the Declaratory Ruling will be free from conditions that adversely affect the Debtors’ business or the holders of the New Holdco Warrants.

3. Oppositions to the Debtors’ Application for FCC Consent to Transfer the FCC Licenses (in Connection with Emerging from Chapter 11) Can Delay the Process.

The FCC will allow the filing of the FCC Interim Long Form Application following the Petition Date, but the FCC will not grant the FCC Interim Long Form Application until the application has been amended to show that the Bankruptcy Court has approved the Plan and authorized the transaction for which approval is sought. Generally, three to seven days after submission of an FCC application for a voluntary assignment or transfer of control such as the FCC Interim Long Form Application, the FCC issues public notice that it has accepted the application for filing. Interested parties then have 30 days to file petitions to deny the application. The applicant also is required to give local public notice of the filing of the applications through broadcast announcements and postings on its websites. To the extent petitions to deny are filed in this situation, they typically focus on the qualifications of the restructured debtor and its reportable owners, officers and directors to hold or control FCC broadcast licenses. When petitions to deny are filed against FCC applications, the applicants have an opportunity to file an opposition, with the petitioner then having an opportunity to file a reply. The pleading cycle generally will be completed within 60 days. The FCC then will consider the applications and the filings made by the parties to the proceeding. The FCC’s review of applications includes, among other factors, whether the existing media interests of the parties to the application, when combined with the broadcast interests to be acquired in the transaction, will comply with FCC ownership rules. The FCC also considers compliance with limitations on foreign ownership, other legal qualifications, the parties’ prior records before the FCC and certain categories of prior adverse determinations against parties to the application by courts and other administrative bodies that the FCC believes are relevant to assessing the qualifications of parties that will hold attributable interests in a broadcast licensee. If no oppositions are filed against the applications and the FCC finds the applications to be in compliance with its rules and policies and finds the parties to the applications qualified, the FCC may grant the applications shortly after the close of the public notice period. In some instances, the FCC may request that the applicants supply additional information through amendments to the applications. There is no time limit on how long the FCC may consider transfer applications before acting on them, but the FCC has a stated goal of processing all transfer applications within 180 days, and most applications are granted more quickly. Once the FCC has granted a transfer

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application, it will issue a public notice of the grant. Interested parties opposed to the grant may file for reconsideration for a period of 30 days following public notice of the grant. If the grant is made by the FCC’s staff under delegated authority, the FCC may reconsider the action on its own motion for a period of 40 days following issuance of public notice of the grant. Parties are free to close upon the grant of FCC consent even if petitions for reconsideration are filed, but the consummation will be subject to any further order that the FCC might issue upon reconsideration. Although highly unusual, the FCC may rescind a grant of consent upon reconsideration if it finds that doing so would serve the public interest, convenience and necessity. The FCC Second Long Form Application and FCC Petition for Declaratory Ruling will follow the same general procedural path as described above for the FCC Interim Long Form Application. In addition, however, the FCC will consult with Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector—the inter-agency working group previously referred to as “Team Telecom”—an informal working group of Executive Branch agencies (the Departments of Justice, Homeland Security, and Defense) for coordination and recommendations on national security and foreign policy issues raised by the FCC Petition for Declaratory Ruling. The FCC also may seek additional information and commitments from the Reorganized Debtors and parties that are proposed to hold equity interests in the Reorganized Debtors. The FCC typically takes nine months or longer to consider a petition for declaratory ruling.

VII. SOLICITATION AND VOTING PROCEDURES

This Disclosure Statement, which is accompanied by a Ballot or Ballots to be used for voting on the Plan, is being distributed to the holders of Claims in those Classes that are entitled to vote to accept or reject the Plan.

A. Holders of Claims Entitled to Vote on the Plan

Under the provisions of the Bankruptcy Code, not all holders of claims against or interests in a debtor are entitled to vote on a chapter 11 plan. The table in Article D of this Disclosure Statement, entitled “Am I entitled to vote on the Plan?,” provides a summary of the status and voting rights of each Class (and, therefore, of each holder within such Class absent an objection to the holder’s Claim or Interest) under the Plan.

As shown in the table, the Debtors are soliciting votes to accept or reject the Plan only from holders of Claims in Class 2 and Class 3 (collectively, the “Voting Classes”). The holders of Claims in the Voting Classes are Impaired under the Plan and may, in certain circumstances, receive a distribution under the Plan. Accordingly, holders of Claims in the Voting Classes have the right to vote to accept or reject the Plan.

The Debtors are not soliciting votes from holders of Claims or Interests in Classes 1, 4, 5, 6, and 7.

B. Voting Record Date

The Voting Record Date is [•], 2021 (the “Voting Record Date”). The Voting Record Date is the date on which it will be determined which holders of Claims in the Voting Classes are entitled to vote to accept or reject the Plan and whether Claims have been properly assigned or transferred under Bankruptcy Rule 3001(e) such that an assignee or transferee, as applicable, can vote to accept or reject the Plan as the holder of a Claim.

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C. Voting on the Plan

The Voting Deadline is [•], [•], 2021 at [•] [a.m. / p.m.] (prevailing Eastern Time). In order to be counted as votes to accept or reject the Plan, all ballots must be properly executed, completed, and delivered as directed, so that your ballot is actually received by the Solicitation Agent on or before the Voting Deadline. Ballots returned by facsimile will not be counted.

1. Holders of Claims in Classes 2 and 3

If you are a holder of a claim in Class 2 or Class 3, you must submit your ballot form through the E-Ballot Portal or complete, sign, and date your ballot and return it (with an original signature) promptly in the enclosed reply envelope or to one of the following addresses:

If sent by first-class mail, hand delivery or overnight mail:

Alpha Media Balloting Processing Center c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602

If by E-Ballot Portal:

https://balloting.stretto.com/

If you have any questions about the solicitation or voting process, please contact the solicitation agent at (855) 395-0761 (toll free) or (949) 617-0086 (international) or via electronic mail to [email protected].

D. Ballots Not Counted

No ballot will be counted toward Confirmation if, among other things: (1) it is illegible or contains insufficient information to permit the identification of the holder of the Claim; (2) it was transmitted by means other than as specifically set forth in the ballots; (3) it was cast by an entity that is not entitled to vote on the Plan; (4) it was sent to the Debtors, the Debtors’ agents/representatives (other than the Solicitation Agent); (5) it is unsigned; or (6) it is not clearly marked to either accept or reject the Plan or it is marked both to accept and reject the Plan. Please refer to the Disclosure Statement Order for additional requirements with respect to voting to accept or reject the Plan.

ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE OR THAT IS OTHERWISE NOT IN COMPLIANCE WITH THE SOLICITATION AND VOTING PROCEDURES PROVIDED IN THIS ARTICLE IX OF THE DISCLOSURE STATEMENT WILL NOT BE COUNTED.

VIII. CONFIRMATION OF THE PLAN

A. Requirements for Confirmation of the Plan

Among the requirements for Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code are: (1) the Plan is accepted by all Impaired Classes of Claims or Interests, or if rejected by an Impaired Class, the Plan “does not discriminate unfairly” and is “fair and equitable” as to the rejecting

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Impaired Class; (2) the Plan is feasible; and (3) the Plan is in the “best interests” of holders of Claims or Interests.

At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfies all of the requirements of section 1129 of the Bankruptcy Code. The Debtors believe that: (1) the Plan satisfies, or will satisfy, all of the necessary statutory requirements of chapter 11 for plan confirmation; (2) the Debtors have complied, or will have complied, with all of the necessary requirements of chapter 11 for plan confirmation; and (3) the Plan has been proposed in good faith.

B. Best Interests of Creditors/Liquidation Analysis

Often called the “best interests” test, section 1129(a)(7) of the Bankruptcy Code requires that a bankruptcy court find, as a condition to confirmation, that a chapter 11 plan provides, with respect to each impaired class, that each holder of a claim or an equity interest in such impaired class either (1) has accepted the plan or (2) will receive or retain under the plan property of a value that is not less than the amount that the non-accepting holder would receive or retain if the debtors liquidated under chapter 7.

Attached hereto as Exhibit C and incorporated herein by reference is a liquidation analysis (the “Liquidation Analysis”) prepared by the Debtors with the assistance of the Debtors’ advisors. As reflected in the Liquidation Analysis, the Debtors believe that liquidation of the Debtors’ businesses under chapter 7 of the Bankruptcy Code would result in substantial diminution in the value to be realized by holders of Claims or Interests as compared to distributions contemplated under the Plan. Consequently, the Debtors and their management believe that Confirmation of the Plan will provide a substantially greater return to holders of Claims or Interests than would a liquidation under chapter 7 of the Bankruptcy Code.

If the Plan is not confirmed, and the Debtors fail to propose and confirm an alternative plan of reorganization, the Debtors’ businesses may be liquidated pursuant to the provisions of a chapter 11 liquidating plan. In liquidations under chapter 11, the Debtors’ assets could be sold in an orderly fashion over a more extended period of time than in a liquidation under chapter 7. Thus, a chapter 11 liquidation may result in larger recoveries than a chapter 7 liquidation, but the delay in distributions could result in lower present values received and higher administrative costs. Any distribution to holders of Claims or Interests (to the extent holders of Interests would receive distributions at all) under a chapter 11 liquidation plan would most likely be substantially delayed. Most importantly, the Debtors believe that any distributions to creditors in a chapter 11 liquidation scenario would fail to capture the significant going concern value of their businesses. Accordingly, the Debtors believe that a chapter 11 liquidation would not result in distributions as favorable as those under the Plan.

C. Feasibility

Section 1129(a)(11) of the Bankruptcy Code requires that confirmation of a plan of reorganization is not likely to be followed by the liquidation, or the need for further financial reorganization of the debtor, or any successor to the debtor (unless such liquidation or reorganization is proposed in such plan of reorganization).

To determine whether the Plan meets this feasibility requirement, the Debtors, with the assistance of their advisors have analyzed their ability to meet their respective obligations under the Plan. As part of this analysis, the Debtors have prepared the Financial Projections attached hereto as Exhibit D. Creditors and other interested parties should review Article VIII of this Disclosure Statement, entitled “Risk Factors” for a discussion of certain factors that may affect the future financial performance of the Reorganized Debtors.

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The Financial Projections are attached hereto as Exhibit D and incorporated herein by reference. Based upon the Financial Projections, the Debtors believe that they will be a viable operation following the Chapter 11 Cases and that the Plan will meet the feasibility requirements of the Bankruptcy Code.

D. Acceptance by Impaired Classes

The Bankruptcy Code requires, as a condition to confirmation, except as described in the following section, that each class of claims or equity interests impaired under a plan, accept the plan. A class that is not “impaired” under a plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such a class is not required.5

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds in dollar amount and more than one-half in a number of allowed claims in that class, counting only those claims that have actually voted to accept or to reject the plan. Thus, a class of Claims will have voted to accept the Plan only if two-thirds in amount and a majority in number of the Allowed Claims in such class that vote on the Plan actually cast their ballots in favor of acceptance.

Section 1126(d) of the Bankruptcy Code defines acceptance of a plan by a class of impaired equity interests as acceptance by holders of at least two-thirds in amount of allowed interests in that class, counting only those interests that have actually voted to accept or to reject the plan. Thus, a Class of Interests will have voted to accept the Plan only if two-thirds in amount of the Allowed Interests in such class that vote on the Plan actually cast their ballots in favor of acceptance.

Pursuant to Article III.B of the Plan, if a Class contains Claims eligible to vote and no holders of Claims eligible to vote in such Class vote to accept or reject the Plan, the holders of such Claims in such Class shall be deemed to have accepted the Plan.

E. Confirmation Without Acceptance by All Impaired Classes

Section 1129(b) of the Bankruptcy Code allows a bankruptcy court to confirm a plan even if all impaired classes have not accepted it; provided that the plan has been accepted by at least one impaired class. Pursuant to section 1129(b) of the Bankruptcy Code, notwithstanding an impaired class’s rejection or deemed rejection of the plan, the plan will be confirmed, at the plan proponent’s request, in a procedure commonly known as a “cramdown” so long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to each class of claims or equity interests that is impaired under, and has not accepted, the plan.

If any Impaired Class rejects the Plan, the Debtors reserve the right to seek to confirm the Plan utilizing the “cramdown” provision of section 1129(b) of the Bankruptcy Code. To the extent that any Impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors may request Confirmation of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan or any Plan Supplement document, including the right to amend or modify the Plan or any Plan Supplement document to satisfy the requirements of section 1129(b) of the Bankruptcy Code.

5 A class of claims is “impaired” within the meaning of section 1124 of the Bankruptcy Code unless the plan (a) leaves unaltered the legal, equitable and contractual rights to which the claim or equity interest entitles the holder of such claim or equity interest or (b) cures any default, reinstates the original terms of such obligation, compensates the holder for certain damages or losses, as applicable, and does not otherwise alter the legal, equitable, or contractual rights to which such claim or equity interest entitles the holder of such claim or equity interest.

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1. No Unfair Discrimination

The “unfair discrimination” test applies to classes of claims or interests that are of equal priority and are receiving different treatment under a plan. The test does not require that the treatment be the same or equivalent, but that treatment be “fair.” In general, bankruptcy courts consider whether a plan discriminates unfairly in its treatment of classes of claims or interests of equal rank (e.g., classes of the same legal character). Bankruptcy courts will take into account a number of factors in determining whether a plan discriminates unfairly. A plan could treat two classes of unsecured creditors differently without unfairly discriminating against either class.

2. Fair and Equitable Test

The “fair and equitable” test applies to classes of different priority and status (e.g., secured versus unsecured) and includes the general requirement that no class of claims receive more than 100 percent of the amount of the allowed claims in the class. As to the dissenting class, the test sets different standards depending upon the type of claims or equity interests in the class.

The Debtors submit that if the Debtors “cramdown” the Plan pursuant to section 1129(b) of the Bankruptcy Code, the Plan is structured so that it does not “discriminate unfairly” and satisfies the “fair and equitable” requirement. With respect to the unfair discrimination requirement, all Classes under the Plan are provided treatment that is substantially equivalent to the treatment that is provided to other Classes that have equal rank. With respect to the fair and equitable requirement, no Class under the Plan will receive more than 100 percent of the amount of Allowed Claims or Interests in that Class. The Debtors believe that the Plan and the treatment of all Classes of Claims or Interests under the Plan satisfy the foregoing requirements for nonconsensual Confirmation of the Plan.

F. Valuation of the Debtors

In conjunction with formulating the Plan and satisfying its obligations under section 1129 of the Bankruptcy Code, the Debtors determined that it was necessary to estimate the post-Confirmation going concern value of the Debtors. Accordingly, the Debtors, with the assistance of their advisors produced the Valuation Analysis that is set forth in Exhibit E attached hereto and incorporated herein by reference. As set forth in the Valuation Analysis, the Debtors’ going concern value is substantially less than the aggregate amount of its funded-debt obligations. Accordingly, the Valuation Analysis further supports the Debtors conclusion that the treatment of Classes under the Plan is fair and equitable and otherwise satisfies the Bankruptcy Code’s requirements for confirmation.

IX. CERTAIN SECURITIES LAW MATTERS

A. Securities Issued in Reliance on Section 1145 of the Bankruptcy Code

Under the Plan, shares of New Holdco Common Stock and New Holdco Warrants will be issued to Holders of Second Lien Notes Claims in reliance upon section 1145 of the Bankruptcy Code, to the extent such exemption is available.

Section 1145 of the Bankruptcy Code provides that the securities registration requirements of federal and state securities laws do not apply to the offer or sale of stock, warrants or other securities of a debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan if: (a) the offer or sale occurs under a plan of reorganization; (b) the recipients of the securities hold a claim against, an interest in or claim for administrative expense against the debtor or such affiliate of the

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debtor; and (c) the securities are issued in exchange for such a claim or interest or are issued principally in such exchange and partly for cash and property.

This exemption is not available for an “underwriter.” Section 1145(b)(1) of the Bankruptcy Code defines an “underwriter” as any person who:

(A) purchases a claim against, an interest in, or a claim for an administrative expense against the debtor, if that purchase is with a view to distributing any security received in exchange for such a claim or interest;

(B) offers to sell securities offered under a plan of reorganization for the holders of those securities;

(C) offers to buy those securities from the holders of the securities, if the offer to buy is (x) with a view to distributing those securities and (y) under an agreement made in connection with the plan of reorganization, the completion of the plan of reorganization or with the offer or sale of securities under the plan of reorganization; or

(D) is an issuer with respect to the securities, as the term “issuer” is defined in Section 2(a)(11) of the Securities Act, which includes any person directly or indirectly controlling the issuer or any person under direct or indirect common control of the issuer.

Persons will not be deemed underwriters under Section 1145(b)(1)(A)-(C) of the Bankruptcy Code by virtue of “ordinary trading transactions.” The staff of the SEC has stated that a person will be deemed to engage in ordinary trading transactions with respect to resales on a national securities exchange or in the over the counter market, so long as there is no concerted action among the sellers, the only informational material used in connection with the sale is the disclosure statement, and there are no payments other than ordinary brokerage commissions.

For purposes of Section 1145(b)(1)(D), “control” is assumed to have its general meaning under the federal securities laws. A person controls an issuer if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the issuer, whether through the ownership of voting securities, by contract or otherwise. Officers and directors of an issuer, and persons holding a significant percentages of an issuer’s voting securities, may be deemed to “control” the issuer.

Securities received under a plan of reorganization by an underwriter as defined under Section 1145(b)(1)(A)-(C) are “restricted securities” for purposes of the federal securities laws. According to the staff of the SEC, however, securities received under a plan of reorganization by an underwriter as defined under Section 1145(b)(1)(D) are “control securities” and not “restricted securities” for federal securities law purposes. The treatment of restricted securities and control securities for purposes of Rule 144 is described below.

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B. Securities Issued in Reliance of Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S

If the exemption provided by Section 1145(a) of the Bankruptcy Code in unavailable for the issuance of shares of New Holdco Common Stock and New Holdco Warrants under Plan, including for persons who are deemed “underwriters” under Section 1145(b)(1)(A)-(C) of the Bankruptcy Code, the New Holdco Common Stock and New Holdco Warrants will be issued to Holders of Second Lien Notes Claims in reliance upon the federal securities law exemptions provided in Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”) and/or Regulation D or Regulation S under the Securities Act.

Section 4(a)(2) provides an exemption from the registration requirements under the Securities Act for transactions not involving any public offering. Transactions meeting the requirements of Regulation D are deemed to qualify for the exemption provided for in Section 4(a)(2). If New Holdco Common Stock and New Holdco Warrants cannot be issued pursuant to Section 1145(a) of the Bankruptcy Code, the New Holdco Common Stock and New Holdco Warrants will be issued if possible pursuant to Regulation D, as securities issued in accordance with Regulation D will be exempt from the registration requirements of state securities laws. Otherwise, if the New Holdco Common Stock and New Holdco Warrants are issued pursuant to the federal exemption provided by Section 4(a)(2) (and not Regulation D), such New Holdco Common Stock and New Holdco Warrants will be issued pursuant to available exemptions under state securities laws. Holders of Second Lien Notes Claims receiving New Holdco Common Stock and New Holdco Warrants issued pursuant to Section 4(a)(2) and/or Regulation D will be required to certify that they are “accredited investors,” as that term is defined by the SEC for the purposes of Regulation D. Such securities will be deemed “restricted securities” for purposes of the federal securities laws.

Regulation S promulgated under the Securities Act provides an exemption for offers and sales of securities in certain offshore transactions, and may be used to issue New Holdco Common Stock and New Holdco Warrants under the Plan to persons outside of the United States.

C. Resales

1. General

New Holdco Common Stock and New Holdco Warrants that are issued pursuant to Section 1145(a) of the Bankruptcy Code may be resold without registration pursuant to section 4(a)(1) of the Securities Act and corresponding exemptions under state securities laws.

Holders of New Holdco Common Stock or New Holdco Warrants that are “restricted securities” or “control securities” may be resold only in compliance with the registration requirements of, or pursuant to an available exemption from registration under, federal and state securities laws. Among potential federal securities law exemptions is Rule 144, which is described further below.

Regulation S has its own provisions regarding resales and, among other restrictions, imposes certain “anti-flow back” rules which restrict the transfer of such securities back into the United States for specified time periods. Apart from any restrictions on resale under applicable securities laws, resales of New Holdco Common Stock and New Holdco Warrants will be subject to important contractual and regulatory transfer restrictions described elsewhere in this Disclosure Statement.

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2. Rule 144

New Holdco Common Stock and New Holdco Warrants that are restricted securities and/or control securities may be resold pursuant to the limited safe harbor resale provisions under Rule 144 under the Securities Act (“Rule 144”), to the extent available, and in compliance with applicable state securities laws.

Generally, Rule 144 provides that persons who hold restricted securities or control securities may resell such securities, and will not be deemed to be an underwriter in connection with such resale, if certain conditions are met. Restricted securities are subject to a statutory holding period of six months, if the issuer is subject to the public reporting requirements of the Securities Exchange Act of 1934, and 12 months otherwise. Other than compliance with the applicable holding period, resales of restricted securities that are not also control securities, are not subject to any other limitations or qualifications under Rule 144. Resales under Rule 144 of control securities are subject to the public availability of certain information regarding the issuer, a limitation on the amount of securities that may be sold in any three-month period, the requirement that the securities be sold in a “brokers’ transaction” or in a transaction directly with a "market maker" and a requirement that notice of the resale be filed with the SEC on Form 144.

PERSONS WHO RECEIVE SECURITIES UNDER THE PLAN ARE URGED TO CONSULT THEIR OWN LEGAL ADVISOR WITH RESPECT TO THE RESTRICTIONS APPLICABLE UNDER THE FEDERAL OR STATE SECURITIES LAWS AND THE CIRCUMSTANCES UNDER WHICH SECURITIES MAY BE SOLD IN RELIANCE ON SUCH LAWS. THE FOREGOING SUMMARY DISCUSSION IS GENERAL IN NATURE AND HAS BEEN INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONAL PURPOSES. THE DEBTORS MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT PROVIDE ANY OPINIONS OR ADVICE WITH RESPECT TO, THE SECURITIES OR THE BANKRUPTCY MATTERS DESCRIBED IN THIS DISCLOSURE STATEMENT. IN LIGHT OF THE UNCERTAINTY CONCERNING THE AVAILABILITY OF EXEMPTIONS FROM THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS, WE ENCOURAGE EACH RECIPIENT OF SECURITIES AND EACH OTHER PARTY IN INTEREST TO CONSIDER CAREFULLY AND CONSULT WITH ITS OWN LEGAL ADVISORS WITH RESPECT TO ALL SUCH MATTERS. BECAUSE OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF WHETHER A SECURITY IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE FEDERAL OR STATE SECURITIES LAWS OR WHETHER A PARTICULAR RECIPIENT OF SECURITIES MAY BE AN UNDERWRITER, WE MAKE NO REPRESENTATION CONCERNING THE ABILITY OF A PERSON TO DISPOSE OF THE SECURITIES ISSUED UNDER THE PLAN.

X. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

A. Introduction

The following discussion summarizes certain U.S. federal income tax consequences expected to result from the consummation of the Plan. This discussion is for general information purposes only and describes the material expected tax consequences to the Holders entitled to vote on the Plan. It is not a complete analysis of all potential U.S. federal income tax consequences and does not address any tax consequences arising under any state, local or non-U.S. tax laws or federal estate or gift tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended (the "IRC" or "Tax Code"), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the "IRS"), all as in effect on the date of

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this Disclosure Statement. These authorities may change, possibly retroactively, resulting in federal income tax consequences different from those discussed below. No ruling has been or will be sought from the IRS, and no legal opinion of counsel will be rendered, with respect to the matters discussed below. There can be no assurance that the IRS will not take a contrary (or less favorable) position regarding the federal income tax consequences resulting from the consummation of the Plan or that any contrary or different position would not be sustained by a court. This discussion assumes that the obligations under the Prepetition First Lien Credit Agreement, the Prepetition Second Lien Note Purchase Agreement, and the Prepetition Holdco Notes Claim (collectively, the "Old Debt") and obligations in the First Lien Recovery Notes (the “New Debt”) are properly treated as debt for U.S. federal income tax purposes. This discussion further assumes that the Holders of Second Lien Notes Claims will hold their interests in the New Securities as capital assets. This discussion does not address all U.S. federal income tax considerations that may be relevant to a particular Holder in light of that Holder’s particular circumstances or to Holders subject to special rules under the federal income tax laws, such as financial institutions, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-exempt organizations, tax-qualified retirement plans, partnerships and other pass-through entities, Holders subject to the alternative minimum tax, Holders that hold New Securities as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment, Holders who have a functional currency other than the U.S. dollar, foreign corporations, foreign trusts, foreign estates, and Holders who are not “U.S. Holders” as defined below. For purposes of this discussion, a “U.S. Holder” is a Holder of a Claim that is: (1) an individual citizen or resident of the United States for U.S. federal income tax purposes; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income; or (4) a trust (a) if a court within the United States is able to exercise primary jurisdiction over the trust’s administration and one or more United States persons (within the meaning of Section 7701(a)(30) of the Tax Code) have authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. If a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes) is a Holder of a Claim, the tax treatment of a partner (or other beneficial owner) generally will depend upon the status of the partner (or other beneficial owner) and the activities of the partner (or other beneficial owner) and the entity. Partners (or other beneficial owners) of partnerships (or other entities treated as partnerships or other pass-through entities) that are Holders of Claims should consult their tax advisors regarding the U.S. federal income tax consequences of the Plan. HOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF THE CONSUMMATION OF THE PLAN, INCLUDING ALL ASPECTS RELATED TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE NEW DEBT AND THE NEW EQUITY RECEIVED PURSUANT TO THE PLAN, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS. B. U.S. Federal Income Tax Consequences to Holders of Second Lien Notes Claims

Pursuant to the Plan, Holders of Class 3 Claims will receive their share of the New Equity in exchange for their contribution of Class 3 Claims to New Holdco, which is intended to be a tax-deferred transaction governed by Section 351 of the Tax Code.

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Under Section 351 of the Tax Code, Holders of Class 3 Claims that receive New Equity generally should not recognize gain and will not be permitted to recognize loss for U.S. federal income tax purposes as a result of such exchange. A Holder’s tax basis in New Equity issued to such Holder by New HoldCo in exchange for Class 3 Claims will generally equal such Holder’s adjusted tax basis in such contributed Class 3 Claims. A Holder’s holding period in New Equity issued to such Holder by New HoldCo in exchange for Class 3 Claims will generally be the same as the Holder’s holding period in such contributed Class 3 Claims. For U.S. federal income tax purposes, Alpha Media USA LLC and its direct and indirect subsidiaries, Alpha Media LLC and Alpha Media Licensee LLC, are treated as disregarded entities with respect to Alpha Media Holdings LLC, while Alpha 3E Corporation is a C corporation. As a result, for U.S. federal income tax purposes New HoldCo’s acquisition of all of the equity of Alpha Media USA LLC pursuant to the Plan will be treated as the direct acquisition by New HoldCo of all of the assets of Alpha Media USA LLC, Alpha Media LLC and Alpha Media Licensee LLC, including the stock of Alpha 3E Corporation. New HoldCo’s tax basis in the assets of the Debtors deemed transferred to it in connection with the Plan will be equal to the fair market value of such assets as of the date of transfer, and New HoldCo’s holding period in such assets will begin as of that same date. Due to their status as disregarded entities with respect to Alpha Media Holdings LLC, none of the transactions carried out pursuant to the Plan will result in the recognition of any cancellation of indebtedness income by Alpha Media USA LLC, Alpha Media LLC and Alpha Media Licensee LLC, while the amount of any cancellation of indebtedness income recognized by Alpha 3E Corporation would be limited to (i) the portion of the total Second Lien Note Claims attributable to Alpha 3E Corporation, multiplied by (ii) the excess of (x) the amount of Second Lien Notes Claims over (y) the fair market value of the assets deemed sold to New HoldCo pursuant to the Plan.

C. U.S. Federal Income Tax Consequences to Holders of First Lien Notes Claims

Holders of Allowed Class 2 Claims will receive, at the election of the Debtors and the Required Supporting Noteholders, or, following the Effective Date, the Reorganized Debtors, (i) its share, on a Pro Rata basis, of the First Lien Recovery Notes; or (ii) payment in full in Cash. Such Holders should consult with their own tax advisors regarding the potential U.S. federal income tax consequences to them of the Plan, including whether the exchange of their First Lien Debt Claims for the First Lien Recovery Notes would be treated as a taxable exchange under the rules of Section 1001 of the Tax Code.

THE FOREGOING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE PLAN DESCRIBED HEREIN. NEITHER THE PROPONENTS NOR THEIR PROFESSIONALS WILL HAVE ANY LIABILITY TO ANY PERSON OR HOLDER ARISING FROM OR RELATED TO THE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE PLAN OR THE FOREGOING DISCUSSION. XI. FEDERAL COMMUNICATIONS COMMISSION (FCC) REGULATORY CONSIDERATIONS

The Debtors’ radio operations are subject to significant regulation by the FCC under the Communications Act and FCC rules and regulations promulgated thereunder. A radio station may not operate in the United States without the authorization of the FCC. Approval of the FCC is required for the issuance, renewal, transfer, assignment or modification of station operating licenses. FCC approval must be obtained in connection with the Debtors’ emergence from Chapter 11.

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The following is important information concerning the FCC approval process and the ownership requirements and restrictions that must be met in order for parties to hold the New Holdco Common Stock of New Holdco. THE FOLLOWING SUMMARY OF CERTAIN FCC RULES AND POLICIES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM. ALL HOLDERS OF CLAIMS OR INTERESTS ARE URGED TO CONSULT THEIR OWN ADVISORS AS TO FCC OWNERSHIP ISSUES AND OTHER CONSEQUENCES OF THE PLAN. A. Required FCC Consents

Both the entry of the Debtors into Chapter 11 and the emergence of the Reorganized Debtors from Chapter 11 require prior consent of the FCC. Following the Debtors’ filing of their voluntary petition under Chapter 11, the Debtors will file applications seeking the FCC’s consent to the pro forma assignment of the Debtors’ FCC Licenses from the Debtors to the Debtors as “debtors in possession” under Chapter 11. These pro forma applications (collectively, the “FCC Short Form Application”) can be approved by the FCC on a more expedited basis than the FCC Interim Long Form Application and are not subject to formal petitions to deny. For New Holdco (and/or such Reorganized Debtor(s) as designated by the New Holdco Board) to continue the operation of their radio stations and emerge from Chapter 11, the Debtors will be required to file applications with the FCC (the “FCC Interim Long Form Application”) to obtain approval of the Transfer of Control. B. Information Required From Prospective Stockholders of New Holdco

In processing applications for consent to the transfer of control of FCC broadcast licensees or assignment of FCC broadcast licenses, the FCC considers, among other things, whether the prospective licensee and those considered to be parties to the application possess the legal, character and other qualifications to hold an interest in a broadcast station. For the FCC to process and grant the FCC Short Form Application and the FCC Interim Long Form Application, the Debtors will need to obtain and include information about New Holdco and about the parties to the application demonstrating that such parties are so qualified. As described above, holders of Second Lien Notes Claims may be issued New Holdco Warrants, which can be exercised for shares of New Holdco Common Stock for nominal consideration, subject to certain conditions, including the provision of ownership information to New Holdco. Specifically, parties seeking to receive New Holdco Common Stock or exercise New Holdco Warrants will be required to provide information on the prospective stockholder to establish that issuance of the New Holdco Common Stock to that Holder would not result in a violation of law, impair the qualifications of New Holdco (and/or such Reorganized Debtor(s) as designated by the New Holdco Board) to hold the FCC Licenses or impede the grant of any FCC Applications on behalf of New Holdco (and/or such Reorganized Debtor(s) as designated by the New Holdco Board). Prospective holders of New Holdco Common Stock with direct or indirect ownership or control by Non-U.S. Persons will not be permitted to exercise the New Holdco Warrants for New Holdco Common Stock if the ownership percentage of such prospective holders, when aggregated with the ownership percentage of all other prospective holders, as calculated in accordance with FCC rules and regulations, would result in the Reorganized Debtors having a greater amount of foreign ownership than permitted by the Communications Act. In such situations, prospective holders of New Holdco Common Stock would retain New Holdco Warrants. [The New Holdco Warrants will be permitted to be sold or assigned, provided that the purchaser or assignee would also be subject to the requirement to provide ownership information as described above.]

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C. Attributable Interests In Media Under FCC’s Rules

A prospective stockholder in New Holdco will be considered a party to the FCC Interim Long Form Application if the prospective stockholder would be deemed to hold an attributable interest in New Holdco as defined by the FCC. The FCC’s multiple ownership and cross ownership rules prohibit common ownership of attributable interests of certain combinations of broadcast and other media properties. Attributable interests generally include the following interests in a media company: general partnership interests, non-insulated limited liability company or limited partnership interests, a position as an officer or director (or the right to appoint officers or directors), or a 5% or greater direct or indirect interest in voting stock or interests. The FCC treats all partnership and membership interests as attributable, except for those limited partnership or limited liability company interests that are insulated by the terms of the limited partnership agreement or limited liability company agreement from material involvement in the media-related activities of the entity pursuant to FCC-specified criteria. Attribution traces through chains of ownership. In general, a person or entity that has an attributable interest in another entity also will be deemed to hold each of that entity’s attributable media interests, except for indirect stock interests that are attenuated below the attribution threshold in the ownership chain. Combinations of direct and indirect equity and debt interests exceeding 33% of the total asset value (equity plus debt) of a broadcast station also may be deemed attributable if the holder has another attributable media interest in the same market or provides more than 15% of the station’s total weekly broadcast programming hours. Also, a person or entity that provides more than 15% of the total weekly programming hours for a radio station and also has an attributable interest in another radio station in the same market is deemed to hold an attributable interest in the programmed station. D. FCC Foreign Ownership Restrictions For Entities Controlling Broadcast Licenses

Section 310(b) of the Communications Act restricts foreign ownership or control of any entity licensed to provide broadcast and certain other services. Among other prohibitions, foreign entities may not have direct or indirect ownership or voting rights of more than 25% in a corporation controlling the licensee of a radio broadcast station if the FCC finds that the public interest will be served by the refusal or revocation of such a license due to foreign ownership or voting rights. The FCC has interpreted this provision to mean that it must make an affirmative public interest finding before a broadcast license may be granted or transferred to a corporation that is controlled by a foreign person or other entity that is more than 25% owned or controlled, directly or indirectly, by foreigners. The FCC calculates the voting rights separately from equity ownership, and both thresholds must be met. In some specific circumstances, the FCC has treated non-stock interests in a corporation as the equivalent of equity ownership and has assessed foreign ownership based on contributions to capital. As such, Debtors can provide no assurance that the FCC will not attribute foreign ownership to the New Holdco Warrants. Foreign ownership limitations also apply to partnerships and limited liability companies. The FCC historically has treated partnerships with foreign partners as foreign controlled if there are any foreign general partners. The interests of any foreign limited partners that are not insulated (using FCC criteria) from material involvement in the partnership’s media activities and business are considered in determining the equity ownership and voting rights held by foreigners. Limited partners that are properly insulated are deemed to have voting interests that are equal to their equity interests. Because direct and indirect ownership of Debtors’ shares by Non-U.S. Persons will proportionally affect the level of deemed foreign ownership and control rights in Debtors, prospective shareholders will be required to provide information to the Debtors on their own foreign ownership and control. The Debtors will review such information to assess whether permitting such party to hold such interests could impair the qualifications of Debtors to hold the FCC Licenses. Debtors will use a foreign ownership threshold of 23% for the initial distribution of New Holdco Common Stock. Because the FCC Licenses held by Debtors are held by licensee subsidiaries, this threshold will be below the statutory maximum of 25% foreign ownership permitted under FCC law.

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The FCC Second Long Form Application and FCC Petition for Declaratory Ruling will request FCC consent for Reorganized Debtors to exceed the 25% foreign ownership benchmark in Section 310(b)(4). E. Media Ownership Restrictions

The FCC generally applies its ownership limits to attributable media interests held by an individual, corporation, partnership, limited liability company or other association, as addressed above. The FCC’s rules on media ownership, in turn, limit the number of media properties in which one entity or entities under common control can have an attributable ownership interest. Those rules that could give rise to a prohibited combination for the Reorganized Debtors or for a prospective stockholder of New Holdco are described below. The radio/television cross-ownership rule and the newspaper/broadcast cross-ownership rule are the subject of an appeal pending before the Supreme Court of the United States. 1. Local Radio Ownership

The FCC’s rules impose specific limits on the number of commercial radio stations in which an entity can have an attributable interest in a particular geographic area. The local radio ownership rules are as follows: • in markets with 45 or more radio stations, ownership is limited to eight commercial stations, no more than five of which can be either AM or FM;

• in markets with 30 to 44 radio stations, ownership is limited to seven commercial stations, no more than four of which can be either AM or FM;

• in markets with 15 to 29 radio stations, ownership is limited to six commercial stations, no more than four of which can be either AM or FM; and

• in markets with 14 or fewer radio stations, ownership is limited to five commercial stations or no more than 50% of the market’s total, whichever is lower, and no more than three of which can be either AM or FM.

For radio stations that are located in markets rated by Nielsen, the geographic market determinations used by Nielsen are utilized by the FCC to determine the market in which stations are located. For radio stations located outside of a Nielsen Metro, the FCC uses a signal contour-based methodology to determine markets. 2. Radio/Television Cross-Ownership Rule

The FCC’s radio/television cross-ownership rule permits the common attributable ownership or control of more than one full-power AM and/or FM radio station and up to two television stations in the same market. The total number of radio stations permitted to be under common attributable ownership is dependent on the number of independently owned media voices in the local market as follows: • In markets with at least 20 independently owned media voices, a single entity may hold attributable interests in up to two television stations and six radio stations. Alternatively, such an entity is permitted to hold an attributable interest in one television station and seven radio stations in the same market.

• In a market that includes at least 10 independently owned media voices, a single entity may hold attributable interest in up to two television stations if permitted under FCC rules limiting local television ownership and up to four radio stations.

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• Regardless of the number of independently owned media voices in a market, a single entity may hold an attributable interest in up to two television stations where the FCC’s rules permit common ownership of the two television stations and one radio station in any market.

3. Newspaper/Broadcast Cross-Ownership Rule

The newspaper broadcast cross-ownership rule currently in effect prohibits the cross ownership of daily newspapers and broadcast stations serving the same market, absent a waiver from the FCC. In 2007, the FCC adopted an order that modified this rule to presumptively allow the ownership of attributable interests in a broadcast station and an English-language daily newspaper of general circulation that is published in the market served by the broadcast station only in the 20 largest markets if certain conditions are met. XII. RECOMMENDATION

In the opinion of the Debtors, the Plan is preferable to all other available alternatives and provides for a larger distribution to the Debtors’ creditors than would otherwise result in any other scenario. Accordingly, the Debtors recommend that holders of Claims entitled to vote on the Plan vote to accept the Plan and support Confirmation of the Plan.

Dated: January 24, 2021 Alpha Media Holdings LLC on behalf of itself and all other Debtors

/s/ John Grossi Name: John Grossi Title: Chief Financial Officer, Alpha Media Holdings LLC

Prepared by:

Colin Davidson (pro hac vice admission pending) SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 653-8700 Facsimile: (212) 653-8701

Proposed Co-Counsel to the Debtors and Debtors-in-Possession

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Exhibit A

Plan

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

In re: ) Chapter 11 ) ALPHA MEDIA HOLDINGS LLC, et al.,1 ) Case No. 21-______(___) ) Debtors ) Joint Administration Requested )

JOINT PLAN OF REORGANIZATION OF ALPHA MEDIA HOLDINGS LLC AND ITS DEBTOR AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE Justin Bernbrock (pro hac vice admission pending) Michael A. Condyles (VA 27807) Bryan Uelk (pro hac vice admission pending) Peter J. Barrett (VA 46179) SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Jeremy S. Williams (VA 77469) 70 West Madison Street, 48th Floor Brian H. Richardson (VA 92477) Chicago, Illinois 60602 KUTAK ROCK LLP Telephone: (312) 499-6300 901 East Byrd Street, Suite 1000 Facsimile: (312) 499-6301 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192

Colin Davidson (pro hac vice admission pending) SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 653-8700 Facsimile: (212) 653-8701

Proposed Co-Counsel to the Debtors and Debtors-in-Possession

Dated: January 24, 2021

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TABLE OF CONTENTS

ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW ...... 1 A. Defined Terms ...... 1 B. Rules of Interpretation ...... 14 C. Computation of Time ...... 15 D. Governing Law ...... 15 E. Reference to Monetary Figures ...... 15 F. Consent Rights ...... 15 G. Reference to the Debtors or the Reorganized Debtors ...... 15

ARTICLE II. ADMINISTRATIVE CLAIMS, PRIORITY CLAIMS AND INTERCOMPANY CLAIMS ...... 15 A. Administrative Claims ...... 15 B. Priority Tax Claims ...... 16 C. DIP Claims ...... 16 D. Other Priority Claims ...... 16 E. Intercompany Claims ...... 17 F. Statutory Fees ...... 17

ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS ...... 17 A. Classification of Claims and Interests ...... 17 B. Summary of Classification ...... 17 C. Treatment of Claims and Interests ...... 18 D. Special Provision Governing Unimpaired Claims ...... 20 E. Voting Record Date ...... 20 F. Discharge of Claims ...... 20

ARTICLE IV. ACCEPTANCE REQUIREMENTS ...... 21 A. Acceptance or Rejection of this Plan ...... 21 B. Confirmation of this Plan Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code ...... 21 C. Controversy Concerning Impairment ...... 21

ARTICLE V. MEANS FOR IMPLEMENTATION OF THE PLAN ...... 21 A. Substantive Consolidation ...... 21 B. General Settlement of Claims and Interests ...... 22 C. Distribution of New Securities to Prepetition Second Lien Noteholders ...... 22 D. Exit Facilities ...... 22 E. Sources of Cash for Plan Distributions and Transfers of Funds Among Debtors ...... 22 F. New Holdco Warrants ...... 22 G. Listing of New Securities and Transfer Restrictions ...... 24 H. Cancellation of Securities and Agreements ...... 24 I.. Restructuring Transactions...... 24 J. Exemptions Relating to the Issuance of Securities ...... 25 K. Corporate Existence / Name Change ...... 25 L. New Governance Documents ...... 26 M. Vesting of Assets in the Reorganized Debtors ...... 26 N. Transfer of Assets to New Holdco...... 26 O. FCC Approval Process ...... 26

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P. Directors and Officers of New Holdco and Reorganized Debtors ...... 26 Q. Effectuating Documents; Further Transactions ...... 27 R. Exemption from Certain Taxes and Fees ...... 27 S. Employee and Retiree Benefits ...... 27 T. Preservation of Rights of Action ...... 27 U. FCC Rights and Powers ...... 28

ARTICLE VI. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ...... 28 A. Assumption of Executory Contracts and Unexpired Leases ...... 28 B. Purchase of D&O Tail Insurance Policies ...... 29 C. Payments Related to Assumption of Executory Contracts and Unexpired Leases...... 29 D. Preexisting Obligations to the Debtors Under Executory Contracts and Unexpired Leases ...... 29 E. Rejection Damages Claims ...... 29 F. Contracts and Leases Entered Into After the Petition Date ...... 29 G. Intercompany Contracts, Contracts and Leases Entered Into After the Petition Date ...... 30 H. Modifications, Amendments, Supplements, Restatements or Other Agreements ...... 30 I. Reservation of Rights ...... 30 J. Nonoccurrence of Effective Date ...... 30

ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS ...... 30 A. Timing and Calculation of Amounts to Be Distributed; Record Date for Distributions ...... 30 B. Disbursing Agent ...... 31 C. Rights and Powers of Disbursing Agent ...... 31 D. Distributions on Account of Claims Allowed After the Effective Date ...... 31 E. Delivery of Distributions and Undeliverable or Unclaimed Distributions ...... 32 F. Compliance with Tax Requirements/Allocations ...... 33 G. Surrender of Canceled Instruments or Securities ...... 33 H. Claims Paid or Payable by Third Parties ...... 33

ARTICLE VIII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED AND DISPUTED CLAIMS AND DISPUTED EQUITY INTERESTS ...... 34 A. Allowance of Claims and Interests ...... 34 B. Prosecution of Objections to Claims and Interests ...... 34 C. Procedures Regarding Disputed Claims or Interests ...... 34 D. No Distributions Pending Allowance ...... 35 E. Distributions After Allowance ...... 35

ARTICLE IX. CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE ...... 35 A. Conditions Precedent to Confirmation ...... 35 B. Conditions Precedent to the Effective Date ...... 36 C. Waiver of Conditions ...... 37 D. Effect of Nonoccurrence of Conditions ...... 38

ARTICLE X. SETTLEMENT, RELEASE, INJUNCTION AND RELATED PROVISIONS ...... 38 A. Compromise and Settlement of Claims, Interests and Controversies ...... 38 B. Releases by the Debtors ...... 38 C. Exculpation ...... 39 D. Discharge of Claims and Termination of Interests ...... 39 E. Injunction ...... 40 F. Releases by Holders of Claims or Interests ...... 40

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G. Setoffs ...... 41 H. Release of Liens ...... 41 I. Recoupment ...... 42

ARTICLE XI. BINDING NATURE OF PLAN ...... 42

ARTICLE XII. RETENTION OF JURISDICTION...... 42

ARTICLE XIII. MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN ...... 44 A. Modification and Amendments ...... 44 B. Effect of Confirmation on Modifications ...... 44 C. Revocation or Withdrawal of the Plan ...... 44

ARTICLE XIV. MISCELLANEOUS PROVISIONS ...... 44 A. Successors and Assigns ...... 44 B. Reservation of Rights ...... 44 C. Further Assurances ...... 45 D. Service of Documents ...... 45 E. Dissolution of Committee ...... 46 F. Nonseverability of Plan Provisions ...... 46 G. Return of Security Deposits ...... 46 H. Term of Injunctions or Stays ...... 46 I. Entire Agreement ...... 46 J. Exhibits ...... 46 K. Votes Solicited in Good Faith ...... 47 L. Closing of Chapter 11 Cases ...... 47 M. Conflicts ...... 47 N. Filing of Additional Documents...... 47

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EXHIBITS

EXHIBIT A Exit Note Purchase Agreement Term Sheet

EXHIBIT B New Holdco Warrant Agreement

EXHIBIT C Restructuring Transactions Memorandum

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INTRODUCTION

Alpha Media Holdings LLC and each of its direct and indirect subsidiaries in the above-captioned Chapter 11 Cases, as debtors and debtors in possession, respectfully propose this joint plan of reorganization in each of their chapter 11 cases pursuant to section 1129 of the Bankruptcy Code. Capitalized terms used in the Plan and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.

THE PLAN IS BEING SOLICITED FOR ACCEPTANCE OR REJECTION IN ACCORDANCE WITH BANKRUPTCY CODE SECTION 1125 AND WITHIN THE MEANING OF BANKRUPTCY CODE SECTION 1126. THE PLAN WILL BE SUBMITTED TO THE BANKRUPTCY COURT FOR APPROVAL FOLLOWING SOLICITATION.

ALL CREDITORS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ THE DISCLOSURE STATEMENT ACCOMPANYING THE PLAN IN ITS ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. SUBJECT TO CERTAIN RESTRICTIONS AND REQUIREMENTS SET FORTH IN SECTION 1127 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3019 AND THE PLAN, THE DEBTORS RESERVE THE RIGHT TO ALTER, AMEND, MODIFY, REVOKE OR WITHDRAW THE PLAN PRIOR TO ITS SUBSTANTIAL CONSUMMATION.

ARTICLE I.

DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW

A. Defined Terms

Unless the context otherwise requires, the following terms shall have the following meanings when used in capitalized form herein:

1. “Accrued Professional Compensation” means, at any given moment, all accrued, contingent and/or unpaid fees and expenses (including, without limitation, success fees) for legal, financial advisory, accounting and other services and reimbursement of expenses that are awardable and allowable under sections 328, 330(a) or 331 of the Bankruptcy Code before the Effective Date by any retained Professional in the Chapter 11 Cases, or that are awardable and allowable under section 503 of the Bankruptcy Code, that the Bankruptcy Court has not denied by a Final Order, all to the extent that any such fees and expenses have not been previously paid (regardless of whether a fee application has been Filed for any such amount). To the extent that the Bankruptcy Court or any higher court denies or reduces by a Final Order any amount of a professional’s fees or expenses, then those reduced or denied amounts shall no longer constitute Accrued Professional Compensation.

2. “Administrative Claim” means a Claim, other than a DIP Claim, for costs and expenses of administration pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) compensation for legal, financial advisory, accounting and other services and reimbursement of expenses Allowed pursuant to sections 328, 330(a) or 331 of the Bankruptcy Code or otherwise for the period commencing on the Petition Date and through the Effective Date; (c) all fees and charges assessed against the Estates under section 1930, chapter 123, of title 28, United States Code; (d) all requests for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4) and (5) of the Bankruptcy Code; (e) all superpriority administrative Claims of the Prepetition First Lien Lenders and Prepetition First Lien Agent, respectively, under the DIP Order; and (f) all superpriority administrative Claims of the Prepetition Second Lien Noteholders and Prepetition Second Lien Agent, respectively, under the DIP Order.

3. “Affiliate” has the meaning set forth at section 101(2) of the Bankruptcy Code.

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4. “Allowed” means with reference to any Claim or Interest: (a) any Claim or Interest as to which no objection to allowance has been interposed (either in the Bankruptcy Court or in the ordinary course of business) on or before the Effective Date or such other applicable period of limitation fixed by the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court, or as to which any objection has been determined by a Final Order, either before or after the Effective Date, to the extent such objection is determined in favor of the respective Holder; (b) any Claim or Interest as to which the liability of the Debtors and the amount thereof are determined by a Final Order of a court of competent jurisdiction other than the Bankruptcy Court, either before or after the Effective Date; or (c) any Claim or Interest expressly deemed allowed by the Plan or a Final Order of the Bankruptcy Court (including the DIP Order).

5. “Antares Entities” means Antares Capital LP and all of its subsidiaries, affiliates, managed accounts or funds, officers, directors, principals, partners, members, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and professionals.

6. “Antitrust Authorities” means the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the attorneys general of the several states of the United States and any other foreign or domestic governmental entity having jurisdiction pursuant to the Antitrust Laws.

7. “Antitrust Laws” mean the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and any other Law governing agreements in restraint of trade, monopolization, pre-Commission Act, and any other law governing agreements in restraint of trade, monopolization, premerger notification, the lessening of competition through merger or acquisition or anti-competitive conduct, and any foreign investment laws.

8. “Avoidance Actions” means any and all avoidance, recovery, subordination or other claims, Causes of Action, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including, without limitation, claims, Causes of Action, or remedies under sections 502, 510, 542, 544, 545, 547 through 553, and 724(a) of the Bankruptcy Code or under similar local, state, federal, or foreign statutes and common law, including fraudulent transfer laws.

9. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as may be amended.

10. “Bankruptcy Court” means the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division, having jurisdiction over the Chapter 11 Cases, or, to the extent of the withdrawal of reference under section 157 of title 28 of the United States Code, the United States District Court for the Eastern District of Virginia, Richmond Division.

11. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, as applicable to the Chapter 11 Cases, promulgated under 28 U.S.C. § 2075 and the general, local and chambers rules of the Bankruptcy Court, each as they may be amended.

12. “Breakwater Entities” means Breakwater Broadcasting Funding, LLC and all of its subsidiaries, affiliates, managed accounts or funds, officers, directors, principals, partners, members, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and professionals, including, any current or former directors of the Debtors that were designated or appointed by any of the foregoing Entities.

13. “Business Day” means any day, other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

14. “Cash” means the legal tender of the United States of America or the equivalent thereof.

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15. “Causes of Action” means all actions, causes of action, Claims, liabilities, obligations, rights, suits, debts, damages, judgments, remedies, demands, setoffs, defenses, recoupments, cross claims, counterclaims, third- party claims, indemnity claims, contribution claims or any other claims disputed or undisputed, suspected or unsuspected, foreseen or unforeseen, direct, indirect, or derivative, matured or unmatured, liquidated or unliquidated, choate or inchoate, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of the Chapter 11 Cases, including through the Effective Date and also includes, without limitation: (a) any right of setoff, counterclaim or recoupment and any claim on contracts or for breaches of duties imposed by law or in equity; (b) the right to object to Claims; (c) any claim pursuant to section 362 of the Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress and usury and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) all Avoidance Actions.

16. “Certificate” means any instrument evidencing a Claim or an Interest.

17. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, the chapter 11 case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to all Debtors, the procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy Court.

18. “Claim” means any claim as defined in section 101(5) of the Bankruptcy Code.

19. “Class” means a category of Holders of Claims or Interests as set forth in Article III hereof pursuant to section 1122(a) of the Bankruptcy Code.

20. “Committee” means any official committee of unsecured creditors (and all subcommittees thereof) appointed in any of the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code.

21. “Communications Act” means the Communications Act of 1934, as amended, or any other successor federal statute.

22. “Communications Laws” means the Communications Act and the rules and published policies of the FCC, as promulgated from time to time.

23. “Confirmation” means the entry of the Confirmation Order on the docket of the Chapter 11 Cases, subject to all conditions specified in Article IX.A hereof having been: (a) satisfied; or (b) waived pursuant to Article IX.C hereof.

24. “Confirmation Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021.

25. “Confirmation Hearing” means the hearing held by the Bankruptcy Court on Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may be continued from time to time.

26. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code, which order shall be consistent with the terms of and subject to the conditions and consent rights set forth in the Restructuring Support Agreement.

27. “Consummation” means the occurrence of the Effective Date.

28. “Converted Exit Notes” means the Exit Notes issued in exchange for the amounts outstanding under the DIP Facility as of the Effective Date.

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29. “Cure Claim” means a Claim based upon a monetary default, if any, by any Debtor on an Executory Contract or Unexpired Lease at the time such contract or lease is assumed by the Debtors pursuant to sections 365 or 1123 of the Bankruptcy Code.

30. “D&O Insurance Policies” means all insurance policies for directors’, managers’ and officers’ liability maintained by the Debtors.

31. “Debtor” or “Debtor in Possession” means one of the Debtors, in its individual capacity as a debtor and debtor in possession in the Chapter 11 Cases.

32. “DIP Agent” means ICG Debt Administration LLC as administrative agent and collateral agent under the DIP Facility.

33. “DIP Claims” means all Claims of the DIP Agent and the DIP Noteholders arising under, based upon, and pursuant to the DIP Order or the DIP Note Purchase Agreement held by the DIP Agent or any DIP Noteholder, including all claims in respect of principal amounts outstanding, interest, fees, payments, expenses, costs, premiums, and other charges arising thereunder or related thereto, in each case, with respect to the DIP Facility.

34. “DIP Documents” means the DIP Note Purchase Agreement and any amendments, modifications, supplements thereto, and together with any related notes, certificates, agreements, security agreements, documents and instruments (including any amendments, restatements, supplements or modifications of any of the foregoing) related to or executed in connection therewith.

35. “DIP Facility” means the senior secured priming promissory notes in the aggregate principal amount of up to $20,000,000 provided by the DIP Noteholders pursuant to the DIP Note Purchase Agreement and the DIP Order.

36. “DIP Noteholder” means the DIP Noteholders under (and as defined in) the DIP Note Purchase Agreement.

37. “DIP Note Purchase Agreement” means that certain $20,000,000 Senior Secured Priming Superpriority Debtor-In-Possession Note Purchase Agreement, dated as of January 24, 2021, by and among Alpha Media LLC and Alpha Media 3E Corporation as issuers, the other persons party thereto that are designated credit parties, and ICG Debt Administration LLC as the agent for all DIP Noteholders and the other financial institutions party thereto as DIP Noteholders.

38. “DIP Order” means the interim or final, as applicable, order of the Bankruptcy Court approving the terms of the Debtors’ debtor-in-possession financing, including the DIP Facility and the use of cash collateral.

39. “Disbursing Agent” means the Reorganized Debtors or the Entity or Entities chosen by the Reorganized Debtors to make or facilitate distributions pursuant to the Plan.

40. “Disclosure Statement” means the Disclosure Statement for the Joint Plan of Reorganization of Alpha Media Holdings LLC and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code, dated January 24, 2021, as the same may be amended, supplemented or modified from time to time, including all exhibits and schedules thereto and references therein that relate to the Plan, that is prepared and distributed in accordance with the Bankruptcy Code, Bankruptcy Rules and any other applicable law.

41. “Disclosure Statement Order” means the order of the Bankruptcy Court approving the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code, which order shall be consistent with the terms of and subject to the conditions and consent rights set forth in the Restructuring Support Agreement.

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42. “Disputed” means, with respect to any Claim or Interest, any Claim or Interest that is not yet Allowed.

43. “Distribution Date” means the date that is on, or as soon as practicable after, the Effective Date, but no later than ten (10) days after the Effective Date.

44. “Effective Date” means the later to occur of: (a) the date on which the Confirmation Order becomes a Final Order and (b) the third Business Day (or such earlier Business Day as agreed between the Debtors and the Required Supporting Noteholders) immediately following the date on which the FCC Interim Long Form Approval is obtained; provided, however, in each case all of the conditions specified in Article IX.B hereof have been satisfied or waived pursuant to Article IX.C hereof.

45. “Entity” means an entity as defined in section 101(15) of the Bankruptcy Code.

46. “Equity Security” means an “equity security” as defined in section 101(16) of the Bankruptcy Code and any equivalent interest in a limited liability company.

47. “Estate” means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

48. “Exculpated Claim” means any Claim related to any act or omission in connection with, relating to or arising out of the Debtors’ in or out of court restructuring efforts, the Debtors’ Chapter 11 Cases, formulation, preparation, dissemination, negotiation or filing of the Restructuring Support Agreement, the DIP Documents, the Exit Documents, the Disclosure Statement or the Plan or any contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of New Securities or the distribution of property under the Plan or any other agreement; provided, however, that Exculpated Claims shall not include any act or omission that is determined in a Final Order to have constituted willful misconduct, gross negligence, criminal misconduct or fraud. Notwithstanding anything to the contrary herein, none of the Non-Released Parties Claims shall constitute an Exculpated Claim.

49. “Exculpated Party” means each of: (a) the Debtors, the Reorganized Debtors and their Affiliates; (b) the Prepetition Second Lien Administrative Agent and the Prepetition Lenders, in their capacity as such; (d) the DIP Agent and each DIP Noteholder, in their capacity as such; (e) the RSA Parties, in their capacity as such; and (f) the Committee, if any; and (g) with respect to each of the foregoing Entities in clauses (a) through (f), such Entities’ subsidiaries, affiliates, managed accounts or funds, officers, directors, principals, partners, members, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and other Professionals, in their capacity as such. Notwithstanding anything to the contrary herein, none of the Non- Released Parties shall constitute an Exculpated Party.

50. “Exculpation” means the exculpation provision set forth in Article X.C hereof.

51. “Executory Contract” means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

52. “Exit Agent” means the “Agent” under, and as defined in, the Exit Second Lien Note Purchase Agreement.

53. “Exit Documents” means the Exit Note Purchase Agreement, including any amendments, modifications, supplements thereto, subject to the conditions and consent rights set forth in the Restructuring Support Agreement, and together with any related notes, certificates, agreements, security agreements, documents and instruments (including any amendments, restatements, supplements or modifications of any of the foregoing) related to or executed in connection therewith.

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54. “Exit Notes” means the promissory notes issuable pursuant to the Exit Note Purchase Agreement, to be purchased by the Exit Noteholders, including the Converted Exit Notes.

55. “Exit Noteholders” means the “Noteholders” under the Exit Note Purchase Agreement.

56. “Exit Note Facility” means the $37,500,000 of Second Lien Exit Notes issued pursuant to the Exit Note Purchase Agreement, which are senior secured notes subordinated only to the obligations outstanding under the Prepetition First Lien Credit Agreement.

57. “Exit Note Purchase Agreement” means the secured note purchase agreement that is consistent with the terms and conditions of the Exit Note Purchase Agreement Term Sheet and otherwise acceptable in form and substance to the Exit Noteholders and the Debtors, which shall be included in the Plan Supplement.

58. “Exit Note Purchase Agreement Term Sheet” means the term sheet for the Exit Note Facility, attached hereto as Exhibit A.

59. “Exit Secured Parties” means, collectively, the Exit Noteholders and the Exit Agent.

60. “FCC” means the Federal Communications Commission, including any official bureau or division thereof acting on delegated authority, and any successor governmental agency performing functions similar to those performed by the Federal Communications Commission on the Effective Date.

61. “FCC Applications” means the requisite FCC applications to be filed in connection with this restructuring.

62. “FCC Approval Process” means the process for obtaining the FCC’s approval of the FCC Interim Long Form Application.

63. “FCC Declaratory Ruling” means a declaratory ruling adopted by the FCC granting the relief requested in a Petition for Declaratory Ruling.

64. “FCC Foreign Ownership Rules” means Section 310(b) of the Communications Act, as interpreted and applied by the FCC, including in the FCC’s rules implementing that statutory subsection.

65. “FCC Interim Long Form Application” means the application(s) filed with the FCC seeking FCC consent to the Transfer of Control.

66. “FCC Interim Long Form Approval” means the FCC’s approval of the FCC Interim Long Form Application; provided that the possibility that an appeal, request for stay, or petition for rehearing or review by a court or administrative agency that may be filed with respect to such grant, or that the FCC may reconsider or review such grant on its own authority, shall not prevent such grant from constituting the FCC Interim Long Form Approval for purposes of the Plan.

67. “FCC Licenses” means broadcasting and other licenses, authorizations, waivers and permits which are issued from time to time to the Debtors or the Reorganized Debtors by the FCC.

68. "FCC Petition for Declaratory Ruling” means a filing that shall be submitted to the FCC by the Debtors or the Reorganized Debtors and, to the extent applicable, the appropriate Supporting Second Lien Noteholders, pursuant to 47 C.F.R. §§ 1.5000 et seq. for Reorganized Alpha Media Holdings LLC to exceed the 25 percent indirect foreign ownership benchmark contained in 47 U.S.C. § 310(b)(4).

69. “FCC Second Long Form Application” means the application(s) that shall be submitted to the FCC by the Debtors or the Reorganized Debtors and the Supporting Second Lien Noteholders seeking FCC consent to the Transfer of Control that will result from the exercise of the New Holdco Warrants.

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70. “FCC Short Form Application” means the application(s) filed with the FCC seeking FCC consent for a pro forma involuntary assignment of the Debtors’ FCC Licenses to the Debtors In Possession.

71. “Federal Judgment Rate” means the federal judgment rate, which was in effect as of the Petition Date.

72. “Fee Claim” means a Claim for Accrued Professional Compensation.

73. “File,” “Filed” or “Filing” means file, filed or filing with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

74. “Final Order” means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter, which has not been reversed, stayed, modified or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be Filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument or rehearing shall have been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice, or as to which an appeal or motion for reargument or rehearing is pending, but no stay of the order is in effect, provided, however, that any requirement that an order or judgment not be subject to any appeal may be waived by the Required Supporting Noteholders in their sole and absolute discretion.

75. “First Lien Debt Claims” means Claims arising under the Prepetition First Lien Credit Agreement.

76. “First Lien Recovery Notes” means notes issued by the Reorganized Debtors providing deferred cash payments in accordance with section 1129(b) of the Bankruptcy Code in respect of the First Lien Debt Claims.

77. “Fortress Entities” means Fortress Investment Group LLC and all of its subsidiaries, affiliates, managed accounts or funds, officers, directors, principals, partners, members, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and professionals.

78. “General Unsecured Claims” means any unsecured Claim against any of the Debtors that is not an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, a Fee Claim, an Intercompany Claim, a First Lien Debt Claim, or a Second Lien Notes Claim.

79. “Governmental Unit” means a governmental unit as defined in section 101(27) of the Bankruptcy Code.

80. “Governance Term Sheet” means the Governance Term Sheet in the form to be attached to the Plan Supplement.

81. “Holder” means any Person or Entity holding a Claim or an Interest.

82. “HoldCo Notes Claims” means Claims arising under the Prepetition HoldCo Notes Purchase Agreement.

83. “HSR Act” means Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder

84. “Impaired” means any Claim or Interest in an Impaired Class.

85. “Impaired Class” means an impaired Class within the meaning of section 1124 of the Bankruptcy Code.

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86. “Intercompany Claim” means any Claim held by a Debtor against another Debtor.

87. “Interest” means collectively, (a) any capital stock (including common stock and preferred stock), limited liability company interests, transferable interests, partnership interests or other equity, ownership, beneficial or profits interests of any Debtor, (b) any options, warrants, securities, stock appreciation rights, phantom units, incentives, commitments, calls, redemption rights, repurchase rights or other agreements, arrangements or rights of any kind that are convertible into, exercisable or exchangeable for, or otherwise permit any person to acquire, any capital stock (including common stock and preferred stock), limited liability company interests, transferable interests, partnership interests or other equity, ownership, beneficial or profits interests of any Debtor (in each case whether or not arising under or in connection with any employment agreement), and (c) any Equity Security in any of the Debtors, in each case whether or not transferable, that existed immediately before the Effective Date.

88. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001.

89. “Lien” means a lien as defined in section 101(37) of the Bankruptcy Code.

90. “Management Incentive Plan” means the New Holdco 2021 management incentive plan in the form to be attached to the Plan Supplement.

91. “Management Incentive Plan Equity” means the equity awards issuable pursuant to the Management Incentive Plan.

92. “Mutual Released Claims” has the meaning set forth in Article X.F hereof.

93. “New Holdco” means a corporation to be formed under the laws of the State of Delaware for the purpose of acquiring the Other Interests.

94. “New Holdco Board” means the board of directors of New Holdco as initially comprised as set forth in this Plan and as comprised thereafter in accordance with the terms of the applicable New Holdco Governance Documents.

95. “New Holdco Bylaws” means the bylaws of New Holdco the material terms of which shall be included in the Plan Supplement, and which terms shall be consistent with the terms of and subject to the conditions and consent rights set forth in the Restructuring Support Agreement (including the Governance Term Sheet).

96. “New Holdco Certificate of Incorporation” means the certificate of incorporation of New Holdco, the material terms of which shall be included in the Plan Supplement, and which terms shall be consistent with the terms of and subject to the conditions and consent rights set forth in the Restructuring Support Agreement (including the Governance Term Sheet).

97. “New Holdco Common Stock” means the common stock of New Holdco, par value $[0.001] per share with the rights, restrictions and obligations governing such equity to be set forth in the New Holdco Governance Documents, including so as to comply with applicable Communications Laws.

98. “New Holdco Common Stock Equivalent Basis” means the ownership interest in New Holdco attributable to particular New Holdco Warrants as if such New Holdco Warrants had been exercised in full for New Holdco Common Stock in accordance with the terms thereof.

99. “New Holdco Governance Documents” means the New Holdco Certificate of Incorporation, the New Holdco Bylaws and the New Holdco Shareholders Agreement.

100. “New Holdco Shareholders Agreement” means the shareholders agreement of New Holdco to be effective on the Effective Date and binding on all holders of New Holdco Common Stock and providing for, among other things, certain rights and obligations of the Holders of the New Holdco Common Stock, the material terms of

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which shall be included in the Plan Supplement, and which terms shall be consistent with the terms of and subject to the conditions and consent rights set forth in the Restructuring Support Agreement (including the Governance Term Sheet).

101. “New Holdco Warrants” means warrants exercisable for New Holdco Common Stock issued in accordance with this Plan by New Holdco to Prepetition Second Lien Noteholders that are Non-U.S. Persons in lieu of the issuance of New Holdco Common Stock to such Holders, pursuant to the New Holdco Warrant Agreement.

102. “New Holdco Warrant Agreement” means a warrant agreement providing for the issuance of New Holdco Warrants, substantially in the form attached hereto as Exhibit B, with such amendments and modifications as are consented to by the Required Exit Noteholders, which shall provide, among other things, that (i) each New Holdco Warrant shall be initially exercisable for one (1) share of New Holdco Common Stock, (ii) the exercise price per share of New Holdco Common Stock shall equal the par value of the New Holdco Common Stock, and (iii) the New Holdco Warrants shall only be exercisable in compliance with the Communication Laws.

103. “New Securities” means the New Holdco Common Stock and the New Holdco Warrants.

104. “Non-U.S. Person” means (i) a citizen of a country other than the United States, (ii) an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States, (iii) a government other than the government of the United States or of any state, territory or possession of the United States or (iv) a representative of, or entity controlled by, any Person referred to in any of the foregoing clauses (i) through (iii). In the event an Entity is owned or controlled directly or indirectly, in whole or in part, by a Non-U.S. Person, such Entity shall be deemed to be a Non-U.S. Person to the extent to which it is owned or controlled by one or more Non-U.S. Person(s), provided that any Entity which (i) is fifty percent or more directly or indirectly controlled by a Non-U.S. Person, or (ii) fails to submit a certification or other evidence that the Debtors or Reorganized Debtors reasonably determine is sufficient to permit a determination that the Entity is a U.S. Person, shall be deemed to be a Non-U.S. Person in full. For example, if an Entity is owned or controlled 85% by U.S. Persons and 15% by Non-U.S. Persons, then for purposes of this Plan such Entity would be deemed to be a U.S. Person with ownership of 85% of the Interests held by such Entity, and a Non-U.S. Person with ownership of 15% of the Interests held by such Entity. However, if an Entity were owned or controlled 50% by Non-U.S. Persons, the Entity would be deemed to be a Non-U.S. person with ownership of all the Interests held by such Entity. In the event of a dispute as to whether an Entity is a Non-U.S. Person, the Debtors or Reorganized Debtors will consult with the relevant Entity and the Prepetition Second Lien Agent and seek guidance from the FCC in resolving such a dispute.

105. “Non-Released Parties” means the Antares Entities, the Breakwater Entities, the Fortress Entities, the Prepetition First Lien Lender Entities, and the Stephens Entities.

106. “Non-Released Parties Claims” means all Claims and Causes of Action arising under state or federal law owned by, or asserted by or on behalf of, or that may be asserted by or on behalf of, the Debtors or their Estates, the Reorganized Debtors, or any other Entity, against the Non-Released Parties, including, without limitation, Claims and Causes of Action for the equitable subordination of any portion of the First Lien Debt Claims under section 510 of the Bankruptcy Code, and the avoidance of any portion of the First Lien Debt Claims.

107. “Old Alpha” shall mean Debtor Alpha Media Holdings LLC after giving effect to the transfer of 100% of the equity interests in Alpha Media USA LLC to New Holdco as contemplated by the Restructuring Transactions.

108. “Other Interests” means all Interests in the Debtors other than Alpha Media Holdings LLC.

109. “Other Priority Claim” means any Claim accorded priority in right of payment under section 507(a) of the Bankruptcy Code, other than: (a) an Administrative Claim; or (b) a Priority Tax Claim.

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110. “Other Secured Claim” means any Secured Claim that is not a First Lien Debt Claim, a Second Lien Notes Claim, or a DIP Claim.

111. “Person” means a person as defined in section 101(41) of the Bankruptcy Code.

112. “Petition Date” means the date on which the Debtors file their petitions for relief commencing the Chapter 11 Cases.

113. “Plan” means this Joint Plan of Reorganization of Alpha Media Holdings LLC and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code, dated January 24, 2021, as the same may be amended, supplemented or modified from time to time in a manner acceptable to the Required Supporting Noteholders, including, without limitation, the Plan Supplement, which is incorporated herein by reference.

114. “Plan Supplement” means the compilation of documents and forms of documents, schedules and exhibits to the Plan to be Filed by the Debtors prior to the Confirmation Hearing or such later date as may be approved by the Bankruptcy Court on notice to parties in interest, as it may thereafter be altered, amended, modified or supplemented from time to time subject to the consent rights of the Debtors, in each case as applicable in accordance with the terms hereof and in accordance with the Bankruptcy Code and the Bankruptcy Rules, and the Restructuring Support Agreement, comprising of, without limitation, the following: (a) to the extent known, the identity of the members of the New Holdco Board and the nature and compensation for any member of the New Holdco Board who is an “insider” under section 101(31) of the Bankruptcy Code; (b) the Schedule of Rejected Executory Contracts and Unexpired Leases, (c) the New Holdco Bylaws, (d) the New Holdco Certificate of Incorporation, (e) the New Holdco Shareholders Agreement, (f) the Management Incentive Plan, (g) the Governance Term Sheet, (g) the Exit Note Purchase Agreement, and (h) the form of First Lien Recovery Notes.

115. “Preference Actions” means any and all claims and causes of action which any of the Debtors, the Debtors in Possession, the Estates, or other appropriate party in interest has asserted or may assert under sections 547 of the Bankruptcy Code.

116. “Prepetition Debt Documents” means the Prepetition First Lien Credit Agreement, the Prepetition Second Lien Note Purchase Agreement, the Prepetition Intercreditor Agreement, and the Prepetition HoldCo Notes Purchase Agreement, and any and all documents related thereto.

117. “Prepetition First Lien Administrative Agent” means DBD AMAC LLC (as successor to Antares Capital LP), in its capacity as administrative agent under the Prepetition First Lien Credit Agreement and related financing documents or any such successor administrative agent under such documents.

118. “Prepetition First Lien Credit Agreement” means that certain First Lien Credit Agreement, dated as of February 25, 2016, (as has been amended, restated, supplemented or otherwise modified from time to time) by and among Alpha Media LLC and Alpha 3E Corporation as borrowers thereunder, the other credit parties identified therein, the Prepetition First Lien Lenders and the Prepetition First Lien Administrative Agent.

119. “Prepetition First Lien Lenders” means those “Lenders” under (and as defined in) the Prepetition First Lien Credit Agreement.

120. “Prepetition First Lien Lender Entities” means all current and former Prepetition First Lien Lenders other than any Supporting Creditors, and all such current and former Prepetition First Lien Lenders’ subsidiaries, affiliates, managed accounts or funds, officers, directors, principals, partners, members, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and professionals.

121. “Prepetition HoldCo Noteholders” means those Noteholders under (and as defined in) the Prepetition HoldCo Notes Purchase Agreement.

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122. “Prepetition HoldCo Notes Purchase Agreement” means that certain Note and Warrant Purchase Agreement, dated as of February 25, 2016, (as has been amended, restated, supplemented or otherwise modified from time to time) by and among Alpha Media Holdings LLC, ICG North America Holdings, Ltd., Intermediate Capital Group plc, and each other person from time to time a party thereto as a Noteholder.

123. “Prepetition Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of February 26, 2016, (as amended, supplemented or otherwise modified from time to time) by and among the Prepetition First Lien Administrative Agent and the Prepetition Second Lien Administrative Agent.

124. “Prepetition Lenders” means the Prepetition Second Lien Noteholders and the Prepetition HoldCo Noteholders.

125. “Prepetition Second Lien Administrative Agent” means ICG Debt Administration LLC, in its capacity as administrative agent under the Prepetition Second Lien Note Purchase Agreement and related financing documents or any such successor administrative agent.

126. “Prepetition Second Lien Note Purchase Agreement” means that certain Second Lien Note Purchase Agreement, dated as of February 25, 2016 (as has been amended, restated, supplemented or otherwise modified from time to time), by and among Alpha Media LLC and Alpha 3E Corporation, as the issuers thereunder, the other credit parties identified therein, the Prepetition Second Lien Noteholders and the Prepetition Second Lien Administrative Agent.

127. “Prepetition Second Lien Noteholders” means those “Noteholders” under (and as defined in) the Prepetition Second Notes Purchase Agreement.

128. “Prepetition Secured Credit Documents” means the Prepetition Second Lien Note Purchase Agreement together with any related notes, certificates, agreements, security agreements, documents and instruments (including any amendments, restatements, supplements or modifications of any of the foregoing) related to or executed in connection therewith.

129. “Priority Tax Claim” means any Claim of a governmental unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

130. “Pro Rata” means the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims in that Class, or the proportion that Allowed Claims in a particular Class bear to the aggregate amount of Allowed Claims in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claim under the Plan.

131. “Professional” means an Entity: (a) retained pursuant to a Final Order in accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for services rendered before or on the Effective Date, pursuant to sections 327, 328, 329, 330, 363 and 331 of the Bankruptcy Code; or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

132. “Professional Amount” means the aggregate amount of Fee Claims and other unpaid fees and expenses that the Professionals estimate they have incurred or will incur in rendering services to the Debtors as set forth in Article II.B of the Plan.

133. “Professional Escrow Account” means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Amount.

134. “Reinstated” means (a) leaving unaltered the legal, equitable and contractual rights to which a Claim entitles the Holder of such Claim or Interest so as to leave such Claim or Interest Unimpaired or (b) notwithstanding any contractual provision or applicable law that entitles the Holder of a Claim or Interest to demand or receive accelerated payment of such Claim or Interest after the occurrence of a default: (i) curing any

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such default that occurred before, on or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code or of a kind that section 365(b)(2) expressly does not require to be cured; (ii) reinstating the maturity (to the extent such maturity has not otherwise accrued by the passage of time) of such Claim or Interest as such maturity existed before such default; (iii) compensating the Holder of such Claim or Interest for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; (iv) if such Claim or Interest arises from a failure to perform a nonmonetary obligation other than a default arising from failure to operate a nonresidential real property lease subject to section 365(b)(1)(A), compensating the Holder of such Claim or Interest (other than the Debtor or an insider) for any actual pecuniary loss incurred by such Holder as a result of such failure; and (v) not otherwise altering the legal, equitable or contractual rights to which such Claim or Interest entitles the Holder.

135. “Released Party” means each of: (a) the Prepetition Second Lien Administrative Agent and the Prepetition Lenders, each in their capacity as such, (b) the DIP Agent and each DIP Noteholder, (c) the RSA Parties; (d) each holder of Interests, (e) the Exit Secured Parties, (f) with respect to each of the foregoing Entities in clauses (a) through (e), such Entities’ subsidiaries, affiliates, managed accounts or funds, officers, directors, principals, employees, partners, members, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other Professionals, in each case, other than the Debtors and the Reorganized Debtors, and (g) in each case in their capacity as such and only if serving in such capacity, the Debtors’ and the Reorganized Debtors’ officers, directors, principals, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and other Professionals, in their capacity as such. Notwithstanding anything to the contrary herein, none of the Non-Released Parties shall constitute a Released Party.

136. “Releasing Parties” means, collectively, and in each case solely in its capacity as such: (a) the Prepetition Second Lien Administrative Agent, and the Prepetition Lenders, each in their capacity as such, (b) the DIP Agent and each DIP Noteholder; (c) the RSA Parties; (d) all holders of Claims and Interests who vote to accept the Plan; (e) all holders of Claims in classes that are deemed to accept the Plan; (f) all holders of Claims in voting classes who abstain from voting on the Plan and who do not opt out of the releases provided by the Plan; (g) all holders of Claims in voting classes who vote to reject the Plan and who do not opt out of the releases provided by the Plan; (h) all other holders of Claims and Interests to the fullest extent permitted by law; (i) with respect to each of the foregoing entities in clauses (a) through (h), each such Entity’s current and former predecessors, successors, Affiliates (regardless of whether such interests are held directly or indirectly), subsidiaries, direct and indirect equity holders, funds, portfolio companies, management companies; and (j) with respect to each of the foregoing Entities in clauses (a) through (i), each of their respective current and former directors, officers, members, employees, partners, managers, independent contractors, agents, representatives, principals, professionals, consultants, financial advisors, attorneys, accountants, investment bankers, and other professional advisors. Each of the Releasing Parties shall be referred to as a “Releasing Party.”

137. “Reorganized” or “Reorganized Debtor” means any Debtor as reorganized pursuant to and under the Plan or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date, including, following implementation of the Restructuring Transactions, New Holdco, which shall be referred to as Reorganized Alpha Media Holdings LLC.

138. “Required Exit Noteholders” means the “Required Supporting Noteholders” as defined in the Exit Note Purchase Agreement.

139. “Required Supporting Noteholders” means collectively, the Required Supporting Second Lien Noteholders, and the Required Supporting HoldCo Noteholders.

140. “Required Supporting Second Lien Noteholders” means the Prepetition Second Lien Noteholders who hold, in the aggregate at least 66.7% in principal amount outstanding of all Second Lien Notes Claims held by Prepetition Second Lien Lenders.

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141. “Required Supporting HoldCo Noteholders” means the Supporting HoldCo Noteholders who hold, in the aggregate at least 66.7% in principal amount outstanding of all HoldCo Notes Claims held by Supporting HoldCo Noteholders.

142. “Restructuring Support Agreement” means the restructuring support agreement dated as of January 24, 2021 by and among the Debtors, the Supporting Second Lien Noteholders, and the Supporting HoldCo Noteholders, as the same may be amended, restated or otherwise modified from time to time in accordance with its terms.

143. “Restructuring Transactions” has the meaning ascribed to such term in Article IV.J hereof.

144. “Restructuring Transactions Memorandum” shall refer to Exhibit C hereto.

145. “RSA Parties” means the parties to the Restructuring Support Agreement.

146. “Schedule of Rejected Executory Contracts and Unexpired Leases” means the schedule of Executory Contracts and Unexpired Leases to be rejected, if any, which schedule shall be prepared by the Debtors, acceptable to the Required Supporting Noteholders and Filed as part of the Plan Supplement.

147. “Second Lien Notes Claims” means, collectively, Claims arising under the Prepetition Second Lien Note Purchase Agreement.

148. “Secured” means when referring to a Claim: (a) secured by a Lien on property in which the Estate has an interest, which Lien is valid, perfected and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section 553 of the Bankruptcy Code; or (b) otherwise Allowed pursuant to the Plan as a Secured Claim.

149. “Secured Claim” means a Claim that is Secured, including the First Lien Debt Claims and the Second Lien Notes Claims.

150. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, as amended.

151. “Securities Exchange Act” means the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a–78nn, as amended.

152. “Specified 2L Holders” means collectively those Prepetition Second Lien Noteholders that are Non- U.S. Persons.

153. “Stephens Entities” means Stephens Radio LLC and all of its subsidiaries, affiliates, managed accounts or funds, officers, directors, principals, partners, members, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and professionals, including, any current or former directors of the Debtors that were designated or appointed by any of the foregoing Entities.

154. “Supporting Creditors” means the Supporting Second Lien Noteholders and the Supporting Holdco Noteholders.

155. “Supporting Second Lien Noteholders” means holders of Second Lien Notes Claims who are party to the Restructuring Support Agreement.

156. “Supporting HoldCo Noteholders” means holders of Prepetition HoldCo Notes Claims who are party to the Restructuring Support Agreement.

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157. “Topco Interests” means all Interests in Alpha Media Holdings LLC.

158. “Transfer of Control” means the transfer of control of ownership by the Debtors of the FCC Licenses and (a) the transfer of 100% of the equity interests in Alpha Media USA LLC (including the equity interests of all the Debtors that are subsidiaries of Alpha Media USA LLC) by Old Alpha to New Holdco and (b) the issuance of the New Holdco Warrants to the Specified 2L Holders, in each case, as contemplated by the Reorganization Transactions, and as proposed in the applicable FCC Interim Long Form Application (or as otherwise agreed by the Required Supporting Second Lien Noteholders and the Debtors and consented to by the FCC).

159. “Unexpired Lease” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

160. “Unimpaired” means, with respect to a Class of Claims or Interests, a Claim or an Interest that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.

161. “Unimpaired Class” means an Unimpaired Class within the meaning of section 1124 of the Bankruptcy Code.

162. “Unsecured Claim” means a Claim that is not secured by a Lien on property in which one of the Debtors’ estates has an interest.

163. “U.S. Person” means any Person that is not a Non-U.S. Person.

164. “U.S. Trustee” means the United States Trustee for the Eastern District of Virginia.

165. “Voting Classes” means Classes 2 and 3.

166. “Voting Record Date” means the date for determining which holders are entitled to receive the Disclosure Statement and vote to accept or reject the Plan, as applicable.

B. Rules of Interpretation

For purposes of this Plan, unless otherwise provided herein: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; (b) unless otherwise specified, any reference in this Plan to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) unless otherwise specified, any reference in this Plan to an existing document, schedule or exhibit, whether or not Filed, shall mean such document, schedule or exhibit, as it may have been for may be amended, modified or supplemented; (d) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (e) unless otherwise specified, all references in this Plan to Articles are references to Articles of this Plan or to this Plan; (f) unless otherwise specified, all references in this Plan to exhibits are references to exhibits in the Plan Supplement; (g) the words “herein,” “hereof” and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan; (h) subject to the provisions of any contract, certificate of incorporation, bylaw, instrument, release or other agreement or document entered into in connection with this Plan, the rights and obligations arising pursuant to this Plan shall be governed by, and construed and enforced in accordance with applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (i) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Plan; (j) unless otherwise set forth in this Plan, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (k) any term used in capitalized form in this Plan that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (l) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the

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docket numbers under the Bankruptcy Court’s CM/ECF system; (m) all references to statutes, regulations, orders, rules of courts and the like shall mean as amended from time to time, as applicable to the Chapter 11 Cases, unless otherwise stated; and (n) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of this Plan all without further notice to or action, order or approval of the Bankruptcy Court or any other Entity.

C. Computation of Time

In computing any period of time prescribed or allowed, the provisions of Bankruptcy Rule 9006(a) shall apply. If the date on which a transaction may occur pursuant to this Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day.

D. Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Delaware, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction and implementation of this Plan, any agreements, documents, instruments or contracts executed or entered into in connection with this Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control), and corporate governance matters; provided, however, that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, not incorporated in Delaware shall be governed by the laws of the state of incorporation of the applicable Debtor or Reorganized Debtor, as applicable.

E. Reference to Monetary Figures

All references in this Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided.

F. Consent Rights

Notwithstanding anything herein to the contrary, any and all consent rights of the Required Supporting Second Lien Noteholders and the Required Supporting HoldCo Noteholders, as set forth in the Restructuring Support Agreement with respect to the form and substance of this Plan, all exhibits to the Plan, the Plan Supplement, and the Definitive Documentation (as defined in the Restructuring Support Agreement), including any amendments, restatements, supplements, or other modifications to such agreements and documents, and any consents, waivers, or other deviations under or from any such documents, are incorporated herein by this reference (including to the applicable definitions in Article I.A of the Plan) and shall be fully enforceable as if stated in full herein. Failure to reference the rights referred to in the immediately preceding paragraph as such rights relate to any document referenced in the Restructuring Support Agreement shall not impair such rights and obligations.

G. Reference to the Debtors or the Reorganized Debtors

Except as otherwise specifically provided in this Plan to the contrary, references in this Plan to the Debtors or to the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

ARTICLE II.

ADMINISTRATIVE CLAIMS, PRIORITY CLAIMS AND INTERCOMPANY CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax Claims, Other Priority Claims and Intercompany Claims have not been classified and thus are excluded from the Classes of Claims and Interests set forth in Article III.

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A. Administrative Claims

Except with respect to Administrative Claims that are Fee Claims and except to the extent that a Holder of an Allowed Administrative Claim and the applicable Debtors agree to less favorable treatment to such Holder, each Holder of an Allowed Administrative Claim shall be paid in full in Cash on the later of: (i) on or as soon as reasonably practicable after the Effective Date; (ii) on or as soon as reasonably practicable after the date such Administrative Claim is Allowed; and (iii) the date such Allowed Administrative Claim becomes due and payable, or as soon thereafter as is practicable; provided, however, that Allowed Administrative Claims that arise in the ordinary course of the Debtors’ business shall be paid in full in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing or other documents relating to, such transactions.

B. Fee Claims

1. Final Fee Applications and Payment of Fee Claims

All requests for payment of Fee Claims for services rendered and reimbursement of expenses incurred prior to the Confirmation Date must be Filed no later than 45 days after the Effective Date. The Bankruptcy Court shall determine the Allowed amounts of such Fee Claims after notice and a hearing in accordance with the procedures established by the Bankruptcy Court. The Reorganized Debtors shall pay Fee Claims in Cash in the amount the Bankruptcy Court allows, including from the Professional Escrow Account, which the Reorganized Debtors will establish in trust for the Professionals and fund with Cash equal to the Professional Amount on the Effective Date.

Notwithstanding anything to the contrary herein, the provisions regarding the reimbursement of professional fees and expenses of the Supporting Creditors as set forth in the Restructuring Support Agreement shall continue through the Effective Date and, for the avoidance of doubt, such professionals shall not be required to file any request for payment of such amounts pursuant to this Plan or otherwise. Any payment on account of professional fees and expenses of the Supporting Creditors made on or after the Effective Date shall not be subject to the requirements and conditions to any such payment in the DIP Order.

2. Professional Escrow Account

On the Effective Date, the Reorganized Debtors shall establish and fund the Professional Escrow Account with Cash equal to the Professional Amount, which shall be funded by the Reorganized Debtors. The Professional Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors. The amount of Allowed Fee Claims shall be paid in Cash to the Professionals by the Reorganized Debtors from the Professional Escrow Account as soon as reasonably practicable after such Fee Claims are Allowed. When such Allowed Fee Claims have been paid in full, any remaining amount in the Professional Escrow Account shall promptly be paid to the Reorganized Debtors without any further action or order of the Bankruptcy Court.

3. Professional Amount

Professionals shall reasonably estimate their unpaid Fee Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Effective Date, and shall deliver such estimate to the Debtors no later than five days before the Effective Date; provided that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of each Professional’s final request for payment in the Chapter 11 Cases. If a Professional does not provide an estimate, the Debtors or Reorganized Debtors may estimate the unpaid and unbilled fees and expenses of such Professional.

4. Post-Confirmation Fees and Expenses

Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Debtors shall, in the ordinary course of business and without any further notice to or action, order, or approval of the

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Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses related to implementation of the Plan and Consummation incurred by the Debtors. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.

C. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable treatment or has been paid by the Debtors prior to the Effective Date, on or as soon as reasonably practicable after the Effective Date, in full and final satisfaction, settlement, release and discharge of, and in exchange for, each Allowed Priority Tax Claim, at the Debtors’ option (subject to the consent of the Required Supporting Noteholders), each Holder of such Allowed Priority Tax Claim shall receive on account of such Allowed Priority Tax Claim: (1) Cash in an amount equal to the amount of such Allowed Priority Tax Claim; (2) Cash in an aggregate amount of such Allowed Priority Tax Claim payable in installment payments over a period of time not to exceed five (5) years after the Petition Date, pursuant to section 1129(a)(9)(C) of the Bankruptcy Code; or (3) such other treatment as may be agreed upon by such Holder and the Debtors or otherwise determined upon an order of the Bankruptcy Court. To the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, such claim shall be paid in full in Cash in accordance with the terms of any agreement between the Debtors and such Holder, or as may be due and payable under applicable non-bankruptcy law or in the ordinary course of business.

D. DIP Claims

The DIP Claims shall be Allowed in the full amount owing under the DIP Facility as of the Effective Date. The DIP Claims shall not be subject to any avoidance, reduction, setoff, offset, recoupment, recharacterization, subordination (whether equitable, contractual, or otherwise), counterclaim, cross-claim, defense, disallowance, impairment, objection, or any other challenge under any applicable law or regulation by any Entity. In full satisfaction of the DIP Claims, on the Effective Date, each Holder of a DIP Claim shall receive the Converted Exit Notes. The provisions regarding the reimbursement of professional fees and expenses of the DIP Agent as set forth in the DIP Facility and the DIP Order shall continue through the Effective Date and, for the avoidance of doubt, such professionals shall not be required to file any request for payment of such amounts pursuant to this Plan or otherwise.

E. Other Priority Claims

Each Holder of an Allowed Other Priority Claim due and payable on or before the Effective Date shall be paid in the ordinary course of business consistent with past practices of the Debtors, as required by the terms of any agreement governing such Allowed Other Priority Claim, or as otherwise required by applicable law.

F. Intercompany Claims

On the Effective Date, or as soon thereafter as is practicable, all Intercompany Claims will be adjusted, continued or discharged to the extent determined appropriate by the Reorganized Debtors.

G. Statutory Fees

On the Distribution Date, Reorganized Debtors shall pay, in full in Cash, any fees due and owing to the U.S. Trustee at the time of Confirmation. On and after the Effective Date, Reorganized Debtors shall pay the applicable U.S. Trustee fees until the entry of a final decree in each such Debtor’s Chapter 11 Case or until such Chapter 11 Case is converted or dismissed.

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ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Classification of Claims and Interests

Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims against and Interests in the Debtors. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or Interest is also classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been paid, released or otherwise satisfied prior to the Effective Date. If there are no Claims or Interests in a particular Class, then such Class of Claims or Interests shall not exist for all purposes of the Plan.

B. Summary of Classification

The classification of Claims and Interests against the Debtors pursuant to the Plan is as follows:

SUMMARY OF STATUS AND VOTING RIGHTS

Class Claim/Interest Status Voting Rights 1 Other Secured Claims Unimpaired Not Entitled to Vote (Deemed to Accept)

2 First Lien Debt Claims Impaired Entitled to Vote

3 Second Lien Notes Claims Impaired Entitled to Vote Not Entitled to Vote 4 Prepetition Holdco Notes Impaired (Deemed to Reject) Claims

5 General Unsecured Claims Unimpaired Not Entitled to Vote (Deemed to Accept) Impaired Not Entitled to Vote 6 Topco Interests (Deemed to Reject) Unimpaired Not Entitled to Vote 7 Other Interests (Deemed to Accept)

C. Treatment of Claims and Interests

1. Class 1 – Other Secured Claims

(a) Classification: Each Class 1 Claim is an Other Secured Claim against the applicable Debtor.

(b) Treatment: The legal, equitable and contractual rights of the Holders of Other Secured Claims will not be altered by this Plan. Except to the extent a Holder of an Other Secured Claim has been paid by the Debtors prior to the Effective Date or the Holder of an Allowed Other Secured Claim and the Debtors agree otherwise, each Holder of an Allowed Other Secured Claim (including any Claim for postpetition interest accrued until the Effective Date at the non-default rate provided in the applicable contract or, if there is no contract, then at the Federal Judgment Rate, to the extent permissible under Bankruptcy Code section 506(a)) shall receive, in full and final satisfaction, settlement, release and discharge of, and in exchange for, such Allowed Other Secured Claim, in the

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discretion of the Debtors (subject to the consent of the Required Supporting Noteholders), one of the following alternative treatments:

(i) payment of the Allowed Class 1 Claim in full in Cash on the later of the Distribution Date or as soon as practicable after a particular Claim becomes Allowed;

(ii) delivery to the Holder of the Allowed Class 1 Claim of the collateral securing such Allowed Class 1 Claim;

(iii) such other treatment as may be agreed to by the applicable Debtor and the Holder; or

(iv) the Holder shall retain its Lien on such property and such Allowed Class 1 Claim shall be Reinstated pursuant to section 1129 of the Bankruptcy Code.

(c) Voting: Class 1 is Unimpaired. Holders of Class 1 Claims are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, Holders of such Other Secured Claims are not entitled to vote to accept or reject this Plan.

2. Class 2 – First Lien Debt Claims

(a) Classification: Class 2 consists of all First Lien Debt Claims.

(b) Treatment: Following the date that a First Lien Debt Claim is Allowed, the Holder of such an Allowed First Lien Debt Claim shall receive the following treatment, at the election of the Debtors and the Required Supporting Noteholders, or, following the Effective Date, the Reorganized Debtors:

(i) its share, on a Pro Rata basis, of the First Lien Recovery Notes; or

(ii) payment in full in Cash of the amount of such Allowed First Lien Debt Claim.

3. Class 3 –Second Lien Notes Claims

(a) Classification: Class 3 consists of all Second Lien Notes Claims.

(b) Treatment: On the Effective Date, in full and final satisfaction, settlement, release and discharge of and in exchange for each Second Lien Notes Claim, the Second Lien Notes Claims shall be Allowed, and each Holder of such Second Lien Notes Claim shall receive:

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(i) its share, on a Pro Rata basis, of 100% of the New Securities subject to dilution by the Management Incentive Plan Equity. As provided for in Article V.G. of this Plan, the number of shares of New Holdco Common Stock otherwise distributable to a Holder of a Second Lien Notes Claim may be reduced and replaced with New Holdco Warrants as may be required to comply with Communications Laws.

4. Class 4 –HoldCo Notes Claims

(a) Classification: Class 4 consists of all HoldCo Notes Claims.

(b) Treatment: On the Effective Date, all of the Debtors’ outstanding obligations under the HoldCo Notes Claims shall be extinguished, canceled, and discharged, and each Holder of a the HoldCo Notes Claims shall receive no distribution on account of such Claim.

(c) Voting: Class 4 is Impaired. Holders of Class 4 Claims are conclusively presumed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and, therefore, Holders of such Claims are not entitled to vote to accept or reject this Plan.

5. Class 5 – General Unsecured Claims

(a) Classification: Class 5 consists of all General Unsecured Claims against the applicable Debtor.

(b) Treatment of Class 5 Claims: Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a less favorable treatment of its Allowed Claim, in exchange for full and final satisfaction, settlement, release, and discharge of each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim (other than any Claims arising from the ownership of any instrument evidencing an ownership interest in a Debtor) shall have its Claim Reinstated as of the Effective Date as an obligation of the applicable Reorganized Debtor and shall be satisfied in full in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim.

(c) Voting: Class 5 is Unimpaired. Holders of a Class 5 General Unsecured Claim are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, Holders of such General Unsecured Claims are not entitled to vote to accept or reject this Plan.

6. Class 6 – Topco Interests

(a) Classification: Class 6 consists of all Topco Interests.

(b) Treatment: On the Effective Date, the Topco Interests shall be cancelled and extinguished.

(c) Voting: Class 6 is Impaired. Holders of Class 6 Interests are conclusively presumed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and, therefore, Holders of such Interests are not entitled to vote to accept or reject this Plan.

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7. Class 7 – Other Interests

(a) Classification: Class 7 consists of all Other Interests.

(b) Treatment: On the Effective Date, pursuant to the Plan and the Restructuring Transactions, Reorganized Alpha Media Holdings LLC shall acquire 100% ownership of Reorganized Alpha Media USA, LLC. All of the remaining Other Interests shall be retained by the applicable Reorganized Debtor without altering the organizational structure of the Debtors as it existed as of the Petition Date, except as otherwise contemplated by the Restructuring Transactions.

(c) Voting: Class 7 is Unimpaired. Holders of Class 7 Other Interests are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, Holders of such Other Interest are not entitled to vote to accept or reject this Plan.

D. Special Provision Governing Unimpaired Claims

Except as otherwise provided herein, nothing under this Plan shall affect the Debtors’ or Reorganized Debtors’ rights and defenses in respect of any Claim or Interest that is Unimpaired under this Plan, including, without limitation, all rights in respect of (1) legal and equitable defenses to, (2) setoff or recoupment against or (3) counter-claims with respect to any such Unimpaired Claims and Interests.

E. Voting Record Date

Each holder of an Allowed Claim in a Class entitled to vote on this Plan that holds such Allowed Claims as of the applicable Voting Record Date is entitled to vote to accept or reject this Plan.

F. Discharge of Claims

Pursuant to section 1141(c) of the Bankruptcy Code, all Claims and Interests that are not expressly provided for and preserved herein (or in any contract, instrument, release or other agreement or document created pursuant to the Plan and acceptable to the Required Supporting Noteholders and the Debtors) shall be extinguished upon the Effective Date, and the Debtors and all property dealt with herein shall be free and clear of all such claims and interests, including, without limitation, liens, security interests and any and all other encumbrances.

ARTICLE IV.

ACCEPTANCE REQUIREMENTS

Pursuant to section 1126(c) of the Bankruptcy Code and except as otherwise provided in section 1126(e) of the Bankruptcy Code, an impaired class of claims has accepted the applicable Plan if the Holders of at least two-thirds in dollar amount and more than one-half in number of Allowed Claims in such Class actually voting have voted to accept the applicable Plan.

A. Acceptance or Rejection of this Plan

1. Voting Classes

Classes 2 and 3 are Impaired under the Plan and are entitled to vote to accept or reject this Plan.

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2. Presumed Acceptance of this Plan

Classes 1,5 and 7 are Unimpaired under this Plan and are, therefore, conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code.

3. Presumed Rejection of this Plan

Class 4 is Impaired and the Claims of Class 4 do not entitle the holders of such Claims to receive or retain any property under the Plan on account of such Claims and, therefore, Class 4 is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Class 6 is Impaired and the Interests of Class 6 do not entitle the holders of such Interests to receive or retain any property under the Plan on account of such Interests and, therefore, Class 6 is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.

B. Confirmation of this Plan Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of this Plan by an Impaired Class. The Debtors request Confirmation of this Plan under section 1129(b) of the Bankruptcy Code with respect to any Impaired Class that does not accept this Plan pursuant to section 1126(c) of the Bankruptcy Code. The Debtors reserve the right to modify this Plan in accordance with Article XIII hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification.

C. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Interests (or any Class of Claims or Interests) are Impaired under this Plan, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or prior to the Confirmation Date.

ARTICLE V.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. Substantive Consolidation

The Plan is being proposed as a joint plan of reorganization of the Debtors for administrative purposes only and constitutes a separate chapter 11 plan of reorganization for each Debtor. The Plan is not premised upon the substantive consolidation of the Debtors with respect to the Classes of Claims or Interests set forth in the Plan; provided that the Reorganized Debtors may consolidate Allowed Claims on a per Class basis for voting purposes.

B. General Settlement of Claims and Interests

C. Distribution of New Securities to Prepetition Second Lien Noteholders

In accordance with the Restructuring Transactions Memorandum and subject to compliance with the Communications Laws, each Prepetition Second Lien Noteholder will receive its share, on a Pro Rata basis, of the New Holdco Common Stock; provided that Prepetition Second Lien Noteholders that are Non-U.S. Persons will receive, in part, New Holdco Warrants in lieu of New Holdco Common Stock, in accordance with Article V.G

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hereof and the Communications Laws. In connection with the issuance of New Holdco Common Stock and New Holdco Warrants contemplated by this Article V.D. and Article V.G., each Holder of the Second Lien Notes Claims will release the Debtors from all of their obligations and/or responsibilities under the Prepetition Second Lien Note Purchase Agreement and related loan and security documentation.

Each Prepetition Second Lien Noteholder that receives New Holdco Common Stock shall be deemed, as a condition to receipt of such New Holdco Common Stock, to have become a party to the New Holdco Shareholders Agreement, irrespective of whether such Prepetition Second Lien Noteholder physically executes the New Holdco Shareholders Agreement. It shall be a condition to the exercise of each New Holdco Warrant, and the New Holdco Warrant Agreement shall so provide, that upon receipt of New Holdco Common Stock upon exercise, the holder of such New Holdco Common Stock shall be deemed to have become a party to the New Holdco Shareholders Agreement, irrespective of whether such holder physically executes the New Holdco Shareholders Agreement.

The issuance of the New Securities is authorized without the need for any further corporate action and without any further action by a Holder of Claims or Interests or any other Person. Upon issuance and distribution pursuant to the Plan, the New Holdco Common Stock and the New Holdco Warrants shall be duly authorized, fully paid, and validly issued.

D. Exit Note Facility

E. Sources of Cash for Plan Distributions and Transfers of Funds Among Debtors

F. New Holdco Warrants

The number of shares of New Holdco Common Stock that a Prepetition Second Lien Noteholder that is a Non-U.S. Person will be entitled to receive will be reduced, and in lieu thereof such Prepetition Second Lien Noteholder will receive New Holdco Warrants entitling such Prepetition Second Lien Noteholder to acquire an equal number of shares of Newco Common Stock, on a New Holdco Common Stock Equivalent Basis, in order to assure that the number of shares of New Holdco Common Stock distributed to Prepetition Second Lien Noteholders that are Non-U.S. Persons does not, individually or in the aggregate, exceed the maximum number of shares of New Common Stock that may be held by Non-U.S. Persons under the Communications Laws.

Subject to compliance with the Communications Laws, the number of shares of New Holdco Common Stock issuable upon exercise of the New Holdco Warrants that each Specified 2L Holder will be entitled to receive in lieu of shares of New Holdco Common Stock shall be determined in accordance with the following formula:

NW = (FT – FM) x F/FT

where

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NW = the number of shares of New Holdco Common Stock issuable upon exercise of New Holdco Warrants to be distributed to the respective Specified 2L Holder pursuant to Article V.D. hereof, rounded up to the nearest whole share.

FT = the total number of shares of New Holdco Common Stock that would have been issued to all Specified 2L Holders pursuant to Article V.D. hereof, if not for the restrictions on issuance of New Holdco Common Stock set forth in the Communications Laws.

FM = the maximum number of shares of New Holdco Common Stock distributable to all Specified 2L Holders pursuant to Article V.D. hereof under the Communications Laws, determined by multiplying (i) the total number of shares of New Holdco Common Stock distributable to all Prepetition Second Lien Noteholders that are U.S. Persons pursuant to Article V.D. hereof by (ii) 0.2987012987, rounded down to the nearest whole share.

F = the total number of shares of New Holdco Common Stock that would have been distributable to the respective Specified 2L Holder, if not for the restrictions on issuance under the Communications Laws.

Solely for illustrative purposes, assume that (a) an aggregate of 100,000 shares of New Holdco Common Stock are distributable to all Prepetition Second Lien Noteholders that are U.S. Persons pursuant to Article V.D.; (b) an aggregate of 35,000 shares of New Holdco Common Stock would have been issued to all Specified 2L Holders pursuant to Article V.D. hereof but for the restrictions on issuance of New Holdco Common Stock set forth in the Communications Laws; and (c) a particular Specified 2L Holder would have been issued 4,000 shares of New Holdco Common Stock pursuant to Article V.D. hereof but for the restrictions on issuance on New Holdco Common Stock set forth in the Communications Laws. In such a case, (x) the maximum number of shares of New Holdco Common Stock that would be distributable to all Specified 2L Holders would be 29,870 (i.e., 100,000 x 0.2987012987) shares; (y) the number of shares issuable in the aggregate to all Specified 2L Holders in excess of the maximum would be 5,130 (i.e., 35,000 – 29,870) shares; and (z) the particular Specified 2L Holder would be issued (i) New Holdco Warrants exercisable for an aggregate of 587 (i.e., 5,130 x 4,000/35,000) shares of New Holdco Common Stock, and (ii) 3,413 (i.e., 4,000 – 587) shares of New Holdco Common Stock, so that New Holdco’s aggregate foreign voting and equity percentages would be equal to no more than 23 percent.

So that the Debtors may determine the number of shares of New Holdco Common Stock and New Holdco Warrants distributable to Specified 2L Holders, each Prepetition Second Lien Noteholder shall be required to deliver to the Debtors, no later than 30 days after the Petition Date (as may be reasonably extended by the Debtors), but in any event prior to the Effective Date, a written certification in form and substance satisfactory to the Debtors and the Required Supporting Second Lien Noteholders certifying whether such Holder is a U.S. Person or a Non-U.S. Person, together with such other evidence as the Debtors shall reasonably require to support such certification. The written certification form may contain a provision whereby the Prepetition Second Lien Noteholder executing such certification acknowledges and agrees that as a condition of receiving New Holdco Common Stock, such Prepetition Second Lien Noteholder shall be deemed to be a party to the New Holdco Shareholders Agreement, as provided in Article V.D. hereof. In the event of a dispute as to whether an Entity is a Non-U.S. Person, the Debtors or Reorganized Debtors will consult with the relevant Entity and the Prepetition Second Lien Agent and seek guidance from the FCC in resolving such a dispute. In the event that a Prepetition Second Lien Noteholder does not timely submit (subject to any extension of time as the Debtors (or Reorganized Debtors) and the Required Supporting Second Lien Noteholders may reasonably allow) the required certification or other evidence required by the Debtors, such Holder shall be deemed to be a Non-U.S. Person for purposes of distributions of New Holdco Common Stock and New Holdco Warrants under the Plan.

For the avoidance of doubt, in no instance will a Prepetition Second Lien Lender receive a number of shares of New Holdco Common Stock and New Holdco Warrants which exceeds on a combined basis such Holder’s Pro Rata share of New Securities to be issued in accordance with this Plan, on a New Holdco Common Stock Equivalent Basis.

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G. Listing of New Securities and Transfer Restrictions

New Holdco shall not be obligated, and does not intend, to list the New Securities on a national securities exchange. In order to ensure that New Holdco will not become subject to the reporting requirements of the Securities Exchange Act, except when and under what circumstances as may be determined by the New Holdco Board, the New Holdco Governance Documents will impose certain trading restrictions to limit the number of record holders thereof. The New Securities will be subject to certain transfer and other restrictions pursuant to the New Holdco Governance Documents.

H. Cancellation of Securities and Agreements

On the Effective Date, except as otherwise specifically provided for in the Plan: (1) the obligations of the Debtors under any Certificate, share, note, bond, indenture, purchase right, option, warrant or other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any Claim or Interest (except such Certificates, notes or other instruments or documents evidencing indebtedness or obligations of the Debtors that are specifically reinstated pursuant to the Plan), shall be cancelled as to the Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder; and (2) the obligations of the Debtors pursuant, relating or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the shares, Certificates, notes, bonds, indentures, purchase rights, options, warrants or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such agreements, Certificates, notes or other instruments evidencing indebtedness or obligations of the Debtors that are specifically reinstated pursuant to the Plan) shall be released and discharged; provided, however, notwithstanding Confirmation or the occurrence of the Effective Date, any agreement that governs the rights of the Holder of a Claim or Interest shall continue in effect for purposes of allowing such Holders to receive distributions under the Plan as provided herein, and all provisions of the Prepetition Secured Credit Documents and Prepetition HoldCo Notes Purchase Agreement that by their express terms survive termination thereof shall remain in full force and effect and enforceable by their terms in each case against all parties other than the Debtors.

I. Restructuring Transactions

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J. Exemptions Relating to the Issuance of Securities

Pursuant to section 1145 of the Bankruptcy Code or section 4(a)(2), Regulation D and/or Regulation S under the Securities Act, and corresponding exemptions from registration under state and local law, the offering, issuance and distribution of the New Securities and the Exit Notes shall be exempt from the registration requirements of section 5 of the Securities Act and any state or local Law requiring registration before the offering or sale of securities. In addition, the New Securities issued pursuant to the federal securities law exemption available pursuant to section 1145 of the Bankruptcy Code will be freely transferred by the recipients thereof, subject to: (a) compliance with the rules and regulations of the Securities and Exchange Commission applicable at the time of any future transfer of such securities; (b) the restrictions on the transferability of such securities and instruments in the New Holdco Governance Documents or the Exit Documents, as the case may be; and (c) applicable regulatory approval, including any applicable required FCC approval.

K. Corporate Existence / Name Change

Except as otherwise provided herein, each Debtor shall continue to exist after the Effective Date as a separate corporate entity, limited liability company, partnership or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership or other form, as the case may be, pursuant to the applicable Law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of formation, certificate of incorporation, and bylaws (or other formation documents) in effect before the Effective Date, except to the extent such existence is altered or any such entity’s certificate of formation and limited liability company operating agreement (or other formation documents) are amended by the Plan or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable state Law). On or before the Effective Date, Alpha Media Holdings LLC shall change its name as reasonably determined by the Debtors and the Required Supporting Second Lien Noteholders, and the Debtors shall change the case captions of the Chapter 11 Cases and the applicable Chapter 11 Case. On or before the Effective Date, New Holdco (which will then be Reorganized Alpha Media Holdings LLC) shall change its name to “Alpha Media Holdings LLC.” Following the Effective Date, the Reorganized Debtors are authorized to take all actions necessary to dissolve and wind up Old Alpha without the need for any further approval from the Bankruptcy Court, and to prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate such dissolution and wind up.

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L. New Governance Documents

M. Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan or any agreement, instrument or other document incorporated therein, on the Effective Date, all property in each Estate, all Causes of Action (except those released pursuant to the Releases by the Debtors), including for the avoidance of doubt, any Non-Released Parties Claims, and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges or other encumbrances. On and after the Effective Date, except as otherwise provided in the Plan, and subject to compliance with the applicable provisions of the Communications Laws, each Reorganized Debtor may operate its business and may use, acquire or dispose of property and compromise or settle any Claims, Interests or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

N. Transfer of Assets to New Holdco.

O. FCC Approval Process

P. Directors and Officers of New Holdco and Reorganized Debtors

Upon the Effective Date, subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, as of the Effective Date, the New Holdco Board for each of New Holdco and the Reorganized Debtors shall be comprised of such individuals as shall be directed by the Required Supporting Second Lien Noteholders, and, to the extent then known, identified in the Plan Supplement, and shall be consistent with the Restructuring Support Agreement and the Governance Term Sheet. All members of the then-existing boards of directors, boards of managers or similar governing bodies of each of the Reorganized Debtors shall cease to hold office or have any authority from and after such time to the extent not expressly included as members of the respective New Holdco Board. The officers of New Holdco and the Reorganized Debtors shall continue in office until terminated or replaced by the respective new boards.

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Q. Effectuating Documents; Further Transactions

R. Exemption from Certain Taxes and Fees

Pursuant to section 1146(a) of the Bankruptcy Code, any transfer from a Debtor to a Reorganized Debtor or to any Entity pursuant to, in contemplation of or in connection with the Plan or pursuant to: (1) the issuance, distribution, transfer or exchange of any debt, equity security or other interest in the Debtors or the Reorganized Debtors; (2) the creation, modification, consolidation or recording of any mortgage, deed of trust or other security interest, or the securing of additional indebtedness by such or other means; (3) the making, assignment or recording of any lease or sublease; or (4) the making, delivery or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments or other instrument of transfer executed in connection with any transaction arising out of, contemplated by or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles, or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee or other similar tax or governmental assessment, and the Confirmation Order shall direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

S. Employee and Retiree Benefits

On and after the Effective Date, the Reorganized Debtors may: (1) honor, in the ordinary course of business, any contracts, agreements, policies, programs and plans for, among other things, compensation, health care benefits, disability benefits, deferred compensation benefits, travel benefits, savings, severance benefits, retirement benefits, welfare benefits, workers’ compensation insurance and accidental death and dismemberment insurance for the directors, officers and employees of any of the Debtors who served in such capacity at any time; and (2) honor, in the ordinary course of business, Claims of employees employed as of the Effective Date for accrued vacation time and deferred compensation arising prior to the Petition Date; provided, however, that the Debtors’ or Reorganized Debtors’ performance of any employment agreement will not entitle any person to any benefit or alleged entitlement under any policy, program or plan that has expired or been terminated before the Effective Date or pursuant to this Plan, or restore, reinstate or revive any such benefit or alleged entitlement under any such policy, program or plan. In addition, any employment agreements shall be terminated pursuant to section 503(b)(1)(A) of the Bankruptcy Code and the employee of the applicable Debtor shall waive all claims arising or resulting from such termination and/or rejection of the employment agreements.

T. Preservation of Rights of Action

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the Required Supporting Noteholders. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or Reorganized Debtors, as applicable, will not pursue any and all available Causes of Action against them. Except with respect to Causes of Action as to which the Debtors or Reorganized Debtors have released any Person or Entity on or before the Effective Date (including pursuant to the Releases by the Debtors or otherwise), the Debtors or Reorganized Debtors, as applicable, expressly reserve all rights to prosecute any and all Causes of Action, including the Non-Released Parties Claims, against any Entity, except as otherwise expressly provided in the Plan. Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised or settled in the Plan or a Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, including the Non-Released Parties Claims, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches, shall apply to such Causes of Action, including the Non-Released Parties Claims, upon, after or as a consequence of the Confirmation or Consummation.

U. FCC Rights and Powers

No provision in the Plan or the Confirmation Order shall relieve the Debtors, the Reorganized Debtors or any Holder of any Claim or Interest from their obligations to comply with the Communications Laws. No assignment or transfer of control of any FCC license or authorization held by the Debtors, or transfer of control of an FCC licensee controlled by the Debtors, shall take place prior to the issuance of FCC regulatory approval for such assignment or transfer pursuant to applicable provisions of the Communications Laws. The FCC’s rights and powers to take any action pursuant to its regulatory authority including, but not limited to, imposing any regulatory conditions on any of the above described transfers, are fully preserved, and nothing herein shall proscribe or constrain the FCC’s exercise of such power or authority.

V. Indefeasible Payments

Notwithstanding anything herein or in any DIP Order to the contrary, all payments made to or for the benefit of the Prepetition Second Lien Secured Parties (including, without limitation, payments made to counsel and financial advisors to such parties), respectively, prior to the Effective Date shall be deemed indefeasible, free and clear of all Liens, Claims, and encumbrances, and not subject to avoidance, reduction, setoff, offset, recoupment, recharacterization, subordination (whether equitable, contractual, or otherwise), counterclaim, cross-claim, defense, disallowance, disgorgement, impairment, objection, or any other challenge under any applicable law or regulation by any Entity.

ARTICLE VI.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption of Executory Contracts and Unexpired Leases

Except as otherwise provided herein, or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, as of the Effective Date, each Debtor shall be deemed to have assumed each Executory Contract and Unexpired Lease to which it is a party, unless such contract or lease, subject to the consent of the Required Supporting Noteholders: (1) was assumed or rejected previously by the Debtors pursuant to a Final Order; (2) previously expired or terminated pursuant to its own terms; (3) is the subject of a motion to reject that is pending on the Effective Date; or (4) is set forth in the Schedule of Rejected Executory Contracts and Unexpired Leases.

The Confirmation Order shall constitute an order of the Bankruptcy Court approving such assumptions pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. Notwithstanding the foregoing, the Debtors shall have the right to amend the Schedule of Rejected Executory Contracts and Unexpired Leases any time before the Effective Date, subject to the consent of the Required Supporting Noteholders. In addition, notwithstanding the foregoing, the Reorganized Debtors shall have the right to terminate, amend or modify any

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intercompany contracts, leases or other agreements without approval of the Bankruptcy Court, subject to the consent of the Required Supporting Noteholders.

To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Schedule of Rejected Executory Contracts and Unexpired Leases at any time up to forty-five (45) days after the Effective Date, so long as such allocation, amendment, modification, or supplement is consistent with the Restructuring Support Agreement.

B. Purchase of D&O Tail Insurance Policies

The Debtors’ D&O Insurance Policies expire on April 30, 2021. Prior to the expiration date of the D&O Insurance Policies, the Debtors plan to purchase a three month extension of the D&O Insurance Policies and possibly additional extensions as necessary through the Effective Date. Separately, the Debtors have purchased extended reporting period “tail” insurance coverage with a term expiring on April 30, 2027 (the “Tail Policies”). Any Tail Policies purchased prior to the Effective Date shall survive and continue in full force and effect pursuant to their terms after the Effective Date and the portion of the cost of such Tail Policies borne by the Debtors or the Reorganized Debtors shall not exceed $101,250.

C. Payments Related to Assumption of Executory Contracts and Unexpired Leases

Any monetary defaults under each Executory Contract and Unexpired Lease to be assumed pursuant to this Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding: (a) the amount of any Cure Claim; (b) the ability of the Reorganized Debtors to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code), if applicable, under the Executory Contract or the Unexpired Lease to be assumed; or (c) any other matter pertaining to assumption, the Cure Claims shall be paid following the entry of a Final Order resolving the dispute and approving the assumption of such Executory Contracts or Unexpired Leases; provided, however, that the Debtors or the Reorganized Debtors may settle any dispute regarding the amount of any Cure Claim without any further notice to or action, order or approval of the Bankruptcy Court, subject to the consent of the Required Supporting Noteholders.

D. Preexisting Obligations to the Debtors Under Executory Contracts and Unexpired Leases

Rejection or repudiation of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed to the Debtors under such contracts or leases. In particular, notwithstanding any non-bankruptcy law to the contrary, the Reorganized Debtors expressly reserve and do not waive any right to receive, or any continuing obligation of a counterparty to provide, warranties or continued maintenance obligations on goods previously purchased by the contracting Debtors or Reorganized Debtors, as applicable, from counterparties to rejected or repudiated Executory Contracts or Unexpired Leases.

E. Rejection Damages Claims

Unless otherwise provided by a Final Order, all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be Filed with the Bankruptcy Court within thirty (30) days after the later of (1) the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection, (2) the effective date of such rejection, or (3) the Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired

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Lease not Filed with the Bankruptcy Court within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their property without the need for any objection by the Reorganized Debtors or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with such classification.

F. Contracts and Leases Entered Into After the Petition Date

On and after the Effective Date, the Debtors may continue to perform under contracts and leases entered into after the Petition Date by any Debtor in the ordinary course of business, including any Executory Contracts and Unexpired Leases assumed by such Debtor.

G. Intercompany Contracts, Contracts and Leases Entered Into After the Petition Date

Intercompany contracts, contracts and leases entered into after the Petition Date by any Debtor and any intercompany Executory Contracts and Unexpired Leases assumed by any Debtor may be performed by the applicable Reorganized Debtor in the ordinary course of business.

H. Modifications, Amendments, Supplements, Restatements or Other Agreements

Unless otherwise provided in this Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts and Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, extension rights, purchase rights and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under this Plan.

Modifications, amendments, supplements and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority or amount of any Claims that may arise in connection therewith.

I. Reservation of Rights

Neither the exclusion nor inclusion of any contract or lease in the Plan Supplement, nor anything contained in this Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Reorganized Debtor has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have sixty (60) days following entry of a Final Order resolving such dispute to alter their treatment of such contract or lease.

J. Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any consensual request to extend the deadline for assuming or rejecting Executory Contracts or Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

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ARTICLE VII.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Timing and Calculation of Amounts to Be Distributed; Record Date for Distributions

1. Timing and Calculation of Amounts to Be Distributed

Unless otherwise provided in this Plan, on the Effective Date or as soon as reasonably practicable thereafter (or if a Claim or Interest is not an Allowed Claim or Allowed Interest on the Effective Date, on the date that such a Claim or Interest becomes an Allowed Claim or Allowed Interest, or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim or Allowed Interest against the Debtors shall receive the full amount of the distributions that this Plan provides for Allowed Claims or Allowed Interests in the applicable Class, other than with respect to any Allowed Claim the treatment of which hereunder provides for periodic payments. In the event that any payment or act under this Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed Claims or Disputed Interests, distributions on account of any such Disputed Claims or Disputed Interests shall be made pursuant to the provisions set forth in this Article VII. Except as otherwise provided herein, Holders of Claims shall not be entitled to interest, dividends or accruals on the distributions provided for herein, regardless of whether such distributions are delivered on or at any time after the Effective Date.

2. Record Date for Distributions

On the Effective Date, the Disbursing Agent shall be authorized to recognize and deal only with those Holders of Claims or Interests listed on the Debtors’ books and records or, in the case of Interests, the Debtors’ or the Debtors’ transfer agent’s books and records, as of the close of business on the Effective Date. Accordingly, the Reorganized Debtors as Disbursing Agent or other applicable Disbursing Agent will have no obligation to recognize the transfer of, or the sale of any participation in, any Allowed Claim or Allowed Interest that occurs after the close of business on the Effective Date, and will be entitled for all purposes herein to recognize and distribute securities, property, notices and other documents only to those Holders of Allowed Claims and Allowed Interests who are Holders of such Claims (or participants therein) or Interests as of the close of business on the Effective Date.

B. Disbursing Agent

Except as otherwise provided herein, all distributions under the Plan shall be made by the Reorganized Debtors as Disbursing Agent or such other Entity designated by the Reorganized Debtors as a Disbursing Agent on the Effective Date. A Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. In the event that a Disbursing Agent is so ordered, all costs and expenses of procuring any such bond or surety shall be borne by the Reorganized Debtors.

C. Rights and Powers of Disbursing Agent

1. Powers of the Disbursing Agent

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments and other documents necessary to perform its duties under this Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to this Plan or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

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2. Expenses Incurred On or After the Effective Date

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement claims (including reasonable attorney fees and expenses) made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

D. Distributions on Account of Certain Allowed Claims as of the Effective Date

On the Effective Date, the applicable parties shall enter into the Exit Note Facility, and the Disbursing Agent shall distribute the New Holdco Common Stock and the New Holdco Warrants in a manner to be agreed to by the Debtors and the Prepetition Second Lien Administrative Agent without the need for any further approval from the Bankruptcy Court, and the Disbursing Agent may prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate such distribution.

E. Distributions on Account of Claims Allowed After the Effective Date

1. Payments and Distributions on Disputed Claims

Distributions made after the Effective Date to Holders of Disputed Claims that are not Allowed Claims as of the Effective Date but which later become Allowed Claims shall be deemed to have been made on the Effective Date.

2. Special Rules for Distributions to Holders of Disputed Claims

Notwithstanding any provision otherwise in this Plan and except as otherwise agreed to by the relevant parties: (a) no partial payments and no partial distributions shall be made with respect to a Disputed Claim until all such disputes in connection with such Disputed Claim have been resolved by settlement or Final Order; and (b) any Entity that holds both an Allowed Claim and a Disputed Claim shall not receive any distribution on the Allowed Claim unless and until all objections to the Disputed Claim have been resolved by settlement or Final Order and the Disputed Claims have been Allowed.

F. Delivery of Distributions and Undeliverable or Unclaimed Distributions

1. Delivery of Distributions in General

Except as otherwise provided herein, the Reorganized Debtors shall make distributions to Holders of Allowed Claims and Allowed Interests at the address for each such Holder as indicated on the Debtors’ records as of the date of any such distribution.

2. Minimum Distributions

The Reorganized Debtors shall not be required to make partial cash distributions or cash payments of fractions of New Securities and such fractions shall be deemed to be zero.

3. Undeliverable Distributions and Unclaimed Property

(a) Failure to Claim Undeliverable Distributions

In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided, however, such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six (6) months

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from the Effective Date. After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtors (notwithstanding any applicable federal or state escheat, abandoned or unclaimed property laws to the contrary), and the Holder’s entitlement to such property or interest in property shall be discharged and forever barred.

(b) Failure to Present Checks

Checks issued by the Disbursing Agent on account of Allowed Claims and Allowed Interests shall be null and void if not negotiated within one hundred and eighty (180) days after the issuance of such check. Requests for reissuance of any check shall be made directly to the Disbursing Agent by the Holder of the relevant Allowed Claim or Allowed Interest with respect to which such check originally was issued. Any Holder of an Allowed Claim or Allowed Interest holding an un-negotiated check that does not request reissuance of such un-negotiated check within one hundred and eighty (180) days after the issuance of such check shall have its Claim or Interest for such un- negotiated check discharged and be discharged and forever barred, estopped and enjoined from asserting any such Claim or Interest against the Reorganized Debtors or their property. In such cases, any Cash held for payment on account of such Claims or Interests shall be property of the Reorganized Debtors, free of any Claims or interests of such Holder with respect thereto. Nothing contained herein shall require the Reorganized Debtors to attempt to locate any Holder of an Allowed Claim or an Allowed Interest.

G. Compliance with Tax Requirements/Allocations

In connection with this Plan, to the extent applicable, the Reorganized Debtors shall comply with all tax withholding and reporting requirements imposed on them by any governmental unit, and all distributions pursuant hereto shall be subject to such withholding and reporting requirements. Notwithstanding any provision in this Plan to the contrary, the Reorganized Debtors and the Disbursing Agent shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under this Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions or establishing any other mechanisms they believe are reasonable and appropriate. The Reorganized Debtors reserve the right to allocate all distributions made under this Plan in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, liens and encumbrances.

Distributions in respect of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued but unpaid interest.

H. Surrender of Canceled Instruments or Securities

As a condition precedent to receiving any distribution on account of its Allowed Claim, each Holder of a Second Lien Notes Claim shall, except as otherwise provided herein or the Exit Documents, be deemed to have surrendered the certificates or other documentation underlying each such Claim, and all such surrendered Certificates and other documentations shall be deemed to be canceled pursuant to Article V hereto, except to the extent otherwise provided herein. All Prepetition Debt Documents shall be deemed to have been surrendered and shall be canceled and of no further force and effect as of the Effective Date.

I. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

The Debtors or the Reorganized Debtors, as applicable, shall reduce a Claim, and such Claim shall be disallowed without a Claims objection having to be Filed and without any further notice to or action, order or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment on account of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent a Holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor or a Reorganized

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Debtor on account of such Claim, such Holder shall, within two (2) weeks of receipt thereof, repay or return the distribution to the applicable Reorganized Debtor, to the extent the Holder’s total recovery on account of such Claim from the third party and under this Plan exceeds the amount of such Claim as of the date of any such distribution under this Plan.

2. Claims Payable by Third Parties

No distributions under this Plan shall be made on account of an Allowed Claim that is payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim has exhausted all remedies with respect to such insurance policy. To the extent that one or more of the Debtors’ insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim may be expunged without a Claims objection having to be Filed and without any further notice to or action, order or approval of the Bankruptcy Court.

3. Applicability of Insurance Policies

Except as otherwise provided in this Plan, distributions to Holders of Allowed Claims shall be in accordance with the provisions of any applicable insurance policy. Nothing contained in this Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, nor shall anything contained herein constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, held by such insurers.

ARTICLE VIII.

PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED AND DISPUTED CLAIMS

A. Allowance of Claims and Interests

Except as expressly provided herein or any order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), no Claim or Interest shall be deemed Allowed unless and until such Claim or Interest is deemed Allowed under the Bankruptcy Code, under the Plan or the Bankruptcy Court enters a Final Order in the Chapter 11 Cases allowing such Claim under section 502 of the Bankruptcy Code or otherwise. Except as expressly provided in any order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), the Reorganized Debtors after Confirmation will have and retain any and all rights and defenses the Debtors had with respect to any Claim or Interest as of the Petition Date.

B. Prosecution of Objections to Claims and Interests

The Debtors or the Reorganized Debtors, as applicable, shall have the exclusive authority to File, settle, compromise, withdraw or litigate to judgment any objections to Claims or Interests as permitted under this Plan. From and after the Effective Date, the Reorganized Debtors may settle or compromise any Disputed Claim or Disputed Interest without approval of the Bankruptcy Court subject to the consent of the Required Supporting Noteholders. The Debtors also reserve the right to resolve any Disputed Claim or Disputed Interest outside the Bankruptcy Court under applicable governing law subject to the consent of the Required Supporting Noteholders.

C. Procedures Regarding Disputed Claims or Interests

1. No Filing of Proofs of Claim or Interests

Except as otherwise provided in this Plan, Holders of Claims or Interests shall not be required to File a proof of claim or proof of interest, and no parties should File a proof of claim or proof of interest. The Debtors do not intend to object to the allowance of Claims Filed or Interests Filed; provided, however, that the Debtors and the Reorganized Debtors, as applicable, reserve the right to object to any Claim or Interest that is not expressly Allowed under this Plan. Instead, the Debtors intend to make distributions, as required by this Plan, in accordance with the

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books and records of the Debtors. Unless disputed by a Holder of a Claim or Interest, the amount set forth in the books and records of the Debtors shall constitute the amount of the Allowed Claim or Interest of such Holder. If any such Holder of a Claim or Interest disagrees with the Debtors’ books and records with respect to the Allowed amount of such Holder’s Claim or Interest, such Holder must so advise the Debtors in writing, in which event the Claim or Interest will become a Disputed Claim or a Disputed Interest. The Debtors intend to attempt to resolve any such disputes consensually or through judicial means outside the Bankruptcy Court subject to the consent of the Required Supporting Noteholders. Nevertheless, the Debtors may, in their discretion, file with the Bankruptcy Court (or any other court of competent jurisdiction) an objection to the allowance of any Claim or Interest or any other appropriate motion or adversary proceeding with respect thereto. All such objections will be litigated to Final Order; provided, however, that the Debtors may compromise, settle, withdraw or resolve by any other method approved by the Bankruptcy Court any objections to Claims or Interests subject to the consent of the Required Supporting Noteholders.

2. Claims Estimation

Any Debtor or Reorganized Debtor, as applicable, may, at any time, request that the Bankruptcy Court estimate any contingent or unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code, regardless of whether such Debtor has previously objected to such Claim or whether the Bankruptcy Court has ruled on any objection, and the Bankruptcy Court will retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including during the pendency of any appeal related to any such objection. In the event the Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated amount will constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the Debtors or the Reorganized Debtors, as applicable, may elect to pursue any supplemental proceedings to object to any ultimate payment on such Claim. All of the aforementioned objection, estimation, and resolution procedures are cumulative and are not necessarily exclusive of one another. Claims may be estimated and thereafter resolved by any permitted mechanism.

D. No Distributions Pending Allowance

Notwithstanding any other provision hereof, if any portion of a Claim or Interest is a Disputed Claim or Disputed Interest, no payment or distribution provided under the Plan shall be made on account of such Claim or Interest unless and until such Disputed Claim or Disputed Interest becomes an Allowed Claim or an Allowed Interest; provided, however, that for the avoidance of doubt, the Claims in Class 3 are conclusively deemed to be Allowed as of the Effective Date and therefore cannot be a Disputed Claim.

E. Distributions After Allowance

To the extent that a Disputed Claim or Disputed Interest ultimately becomes an Allowed Claim or an Allowed Interest, distributions (if any) shall be made to the Holder of such Allowed Claim or Allowed Interest in accordance with the provisions of this Plan. As soon as reasonably practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim or Disputed Interest becomes a Final Order, the Disbursing Agent shall provide to the Holder of such Claim or Interest the distribution (if any) to which such Holder is entitled under this Plan as of the Effective Date, without any interest to be paid on account of such Claim or Interest.

ARTICLE IX.

CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE

A. Conditions Precedent to Confirmation

It shall be a condition to Confirmation hereof that all provisions, terms and conditions hereof are approved in the Confirmation Order.

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1. The Disclosure Statement Order shall have been entered by the Bankruptcy Court, which shall be consistent with the terms of this Plan and the Restructuring Support Agreement, and otherwise in form and substance acceptable in all respects to the Required Supporting Noteholders and the Debtors.

2. The Confirmation Order shall have been entered by the Bankruptcy Court, which shall be consistent with the terms of this Plan and the Restructuring Support Agreement, and otherwise in form and substance acceptable in all respects to the Required Supporting Noteholders and the Debtors.

3. The Confirmation Order shall provide that, among other things, the Debtors or the Reorganized Debtors, as appropriate, are authorized and directed to take all actions necessary or appropriate to consummate this Plan, including, without limitation, entering into, implementing and consummating the Exit Note Facility and the other Restructuring Transactions and the other contracts, instruments, releases, leases and other agreements or documents created in connection with or described in this Plan.

4. The Restructuring Support Agreement shall be in full force and effect, and no event shall have occurred and be continuing such that the Required Supporting Noteholders or the Company Parties (each as defined in the Restructuring Support Agreement) would be entitled to terminate the Restructuring Support Agreement pursuant to Section 7 or 8 thereof, notwithstanding any applicable grace period, unless waived in writing by the applicable Party, nor shall the Restructuring Support Agreement have been terminated as to any party in accordance with its terms.

5. No Event of Default under and as defined under the DIP Note Purchase Agreement shall have occurred under the DIP Note Purchase Agreement that has not been cured (if susceptible to cure) or waived by the required percentage of DIP Noteholders in accordance with the terms of the DIP Note Purchase Agreement.

6. The Debtors shall not have submitted any amendment, modification or filing seeking to amend or modify this Plan, Disclosure Statement or any documents, motions or orders related to the foregoing, in any manner not acceptable to the Required Supporting Noteholders.

B. Conditions Precedent to the Effective Date

It shall be a condition precedent to the Effective Date that the following provisions, terms and conditions are satisfied (or waived pursuant to the provisions of Article IX.C hereof), and the Effective Date shall occur on the date upon which the last of such conditions are so satisfied and/or waived.

1. The Plan shall have been confirmed pursuant to the Confirmation Order, and the Plan Supplement and other Definitive Documentation (as defined in the Restructuring Support Agreement) (as applicable) shall be in full force and effect, and in form and substance consistent in all respects with the Restructuring Support Agreement and otherwise acceptable to the Debtors, the Required Supporting Noteholders, and the DIP Noteholders with respect to the DIP Facility.

2. The Confirmation Order shall be a Final Order which shall be consistent with the terms of this Plan and the Restructuring Support Agreement and otherwise in form and substance acceptable to the Required Supporting Noteholders and the Debtors. The Confirmation Order shall provide that, among other things, the Debtors or the Reorganized Debtors, as appropriate, are authorized and directed to take all actions necessary or appropriate to consummate this Plan, including, without limitation, entering into, implementing and consummating the contracts, instruments, releases, leases, indentures and other agreements or documents created in connection with or described in this Plan.

3. All actions, documents, certificates and agreements necessary to implement this Plan, including, for the avoidance of doubt, the Restructuring Transactions, shall have been effected or executed and delivered to the required parties and, to the extent required, Filed with the applicable governmental units in accordance with applicable laws.

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6. The New Holdco Common Stock and the New Holdco Warrants shall have been issued and delivered by the Reorganized Debtors.

7. All approvals and consents, including Bankruptcy Court approval, that are legally required for the consummation of the Plan and the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, including the FCC Interim Long Form Approval and any other authorizations, consents, regulatory approvals, rulings, or documents that are required to implement and effectuate the Plan.

8. All waiting periods imposed by any governmental entity or Antitrust Authority in connection with the effectiveness of the Plan, including the Restructuring Transactions and the issuance of the New Securities, shall have terminated or expired and all authorizations, approvals, consents or clearances under Antitrust Laws in connection with the transactions contemplated by the Plan shall have been obtained.

9. The New Holdco Governance Documents shall be in full force and effect, in form and substance consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Supporting Second Lien Noteholders.

10. The Exit Documents shall have been duly executed and delivered by all of the Entities that are parties thereto and all conditions precedent to the effectiveness of the Exit Note Facility shall have been satisfied or duly waived, the instruments evidencing the indebtedness thereunder shall have been issued, and the Exit Documents shall be in full force and effect, and in form and substance consistent in all respects with the Restructuring Support Agreement, including with the consent rights thereunder, and there shall be no default under the Exit Note Facility.

11. All fees and expenses that the Debtors are required to pay under the Restructuring Support Agreement, the DIP Order, and the Exit Note Facility shall have been paid in full in cash to the extent the Debtors have received an invoice for such Transaction Expenses at least one (1) Business Day prior to the Effective Date. For the avoidance of doubt, any and all unpaid fees and expenses that the Debtors are required to pay under the Restructuring Support Agreement, the DIP Order, and the Exit Note Facility but have not paid on the Effective Date shall be paid in full in cash as soon as practicable after the Effective Date.

12. The Debtors shall have implemented the Restructuring Transactions on or prior to the Effective Date (to the extent such Restructuring Transactions are contemplated to be implemented on or prior to the Effective Date) in a manner consistent with the Restructuring Support Agreement and this Plan.

13. (A) The Debtors shall have complied, in all material respects, with the terms of the Plan that are to be performed by the Debtors on or prior to the Effective Date and (B) the conditions to the occurrence of the Effective Date (other than any conditions relating to the occurrence of the Effective Date) set forth in the Plan shall have been satisfied or, with the prior consent of the Required Supporting Noteholders, waived in accordance with the terms of the Plan.

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C. Waiver of Conditions

The conditions to Confirmation of this Plan and to Consummation of this Plan set forth in this Article IX (other than a condition related to a consent by a Governmental Unit) may be waived by the Debtors with the consent of the Required Supporting Noteholders without notice, leave or order of the Bankruptcy Court or any formal action other than proceeding to confirm or consummate this Plan; provided, however, that waiver of the conditions set forth in Article IX.A.3 and 4 and IX.B. 4, 10, 11 and 12 shall not require consent of the Debtors and shall only require the consent of the Required Supporting Noteholders. D. Effect of Nonoccurrence of Conditions

If the Consummation of this Plan does not occur, this Plan shall be null and void in all respects and nothing contained in this Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any claims by or Claims against or Interests in the Debtors; (2) prejudice in any manner the rights of the Debtors, any Holders or any other Entity; or (3) constitute an admission, acknowledgment, offer or undertaking by the Debtors, any Holders or any other Entity in any respect.

ARTICLE X.

SETTLEMENT, RELEASE, INJUNCTION AND RELATED PROVISIONS

A. Compromise and Settlement of Claims, Interests and Controversies

Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good faith compromise of all Claims, Interests and controversies relating to the contractual, legal and subordination rights that a Holder of a Claim may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such Allowed Claim or Interest. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates and Holders of Claims and Interests and is fair, equitable and reasonable. In accordance with the provisions of the Plan, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice to or action, order or approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors may compromise and settle Claims against them and Causes of Action against other Entities.

B. Releases by the Debtors

Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, the Reorganized Debtors, and their respective Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any cause of action, by, through, for, or because of the foregoing entities, from any and all claims and Causes of Action, whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims asserted or assertable on behalf of the Debtors or their respective Estates, that the Debtors, Reorganized Debtors, or their respective Estates would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in the Debtors based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation thereof), any securities issued by the Debtors and the ownership thereof, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), any intercompany transaction, the DIP Claims, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, the Disclosure Statement, the DIP Facility, the Exit Note Facility, the New Securities, the FCC Approval Process (to the extent existing as of the Effective Date or relating to any period prior to the Effective Date), SMRH:4848-5775-5854.29 -39- 012521 59ZT-318353 KL2 3214195.3

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the Plan, the Plan Supplement, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement, the DIP Facility (including the DIP Order), the Exit Note Facility, the New Securities, the FCC Approval Process (to the extent existing as of the Effective Date or relating to any period prior to the Effective Date), the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Restructuring Documents, solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of debt and/or securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for claims related to any act or omission that is determined in a final order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, or any document, instrument, or agreement executed to implement the Plan (including the Exit Documents) and shall not result in a release, waiver, or discharge of any of the Debtors’ or Reorganized Debtors’ assumed indemnification provisions as set forth in the Plan. Notwithstanding anything to the contrary herein, nothing in this Plan shall constitute a release of the Non-Released Parties and the Non-Released Parties Claims.

C. Exculpation

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liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not release or exculpate any Claim relating to any post-Effective Date obligations of any party or Entity under the Plan, or any document, instrument, or agreement (including the Exit Documents and other Restructuring Documents, and other documents, instruments and agreements set forth in the Plan Supplement) executed to implement the Plan. Notwithstanding anything to the contrary herein, nothing in this Plan shall constitute an exculpation of the Non-Released Parties and the Non-Released Parties Claims.

D. Discharge of Claims and Termination of Interests

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan, the distributions, rights and treatment that are provided in the Plan shall be in full and final satisfaction, settlement, release and discharge, effective as of the Effective Date, of all Claims, Interests and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities and Causes of Action that arose before the Effective Date any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a proof of claim or interest based upon such Claim, debt, right or Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim or Interest based upon such Claim, debt, right or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (3) the Holder of such a Claim or Interest has accepted the Plan. Except as otherwise provided herein, any default by the Debtors or their Affiliates with respect to any Claim or Interest that existed immediately before or on account of the filing of the Chapter 11 Cases shall be deemed cured on the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring, except as otherwise expressly provided in the Plan.

E. Injunction

Except as otherwise provided in the Plan, the Confirmation Order or the Exit Documents, all Entities who have held, hold, or may hold Claims, Interests, Causes of Action, or liabilities that: (a) are subject to compromise and settlement pursuant to the terms of the Plan; (b) have been released by the Debtors pursuant to the Plan; (c) have been released by third parties pursuant to the Plan, (d) are subject to Exculpation; or (e) are otherwise discharged, satisfied, stayed or terminated pursuant to the terms of the Plan, are permanently enjoined and precluded, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, Reorganized Debtors, the Released Parties, or the Exculpated Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities; (3) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or the property or Estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities unless such Entity has timely asserted such setoff right in a document filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a Claim or Interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, Causes of Action or liabilities discharged, released, exculpated, or settled pursuant to the Plan.

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F. Releases by Holders of Claims or Interests

G. Setoffs

Except as otherwise expressly provided for in the Plan and the Exit Documents, each Reorganized Debtor pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law or as may be agreed to by the Holder of a Claim or Interest, may set off against any Allowed Claim or Interest and the

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distributions to be made pursuant to the Plan on account of such Allowed Claim or Interest (before any distribution is made on account of such Allowed Claim or Interest), any Claims, rights and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the Holder of such Allowed Claim or Interest, to the extent such Claims, rights or Causes of Action against such Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim or Interest pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights and Causes of Action that such Reorganized Debtor may possess against such Holder. In no event shall any Holder of Claims or Interests be entitled to setoff any Claim or Interest against any Claim, right or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such Holder has Filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any proof of Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 or otherwise.

H. Release of Liens

I. Recoupment

In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or Interest against any Claim, right or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any proof of Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.

ARTICLE XI.

BINDING NATURE OF PLAN

THIS PLAN SHALL BIND ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING WHETHER OR NOT SUCH HOLDER (I) WILL RECEIVE OR RETAIN ANY PROPERTY OR INTEREST IN PROPERTY UNDER THE PLAN, (II) HAS FILED A PROOF OF CLAIM OR INTEREST IN THE CHAPTER 11 CASES OR (III) FAILED TO VOTE TO ACCEPT OR REJECT THE PLAN OR VOTED TO REJECT THE PLAN.

ARTICLE XII.

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall, after the Effective Date, retain such jurisdiction over the Chapter 11 Cases and all Entities with respect to all matters related to the Chapter 11 Cases, the Debtors and this Plan as legally permissible, including, without limitation, jurisdiction to:

1. allow, disallow, determine, liquidate, classify, estimate or establish the priority, secured or unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative

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Claim and the resolution of any and all objections to the Secured or unsecured status, priority, amount or allowance of Claims or Interests;

2. decide and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan;

3. resolve any matters related to: (a) the assumption, assumption and assignment or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine and, if necessary, liquidate, any Claims arising therefrom, including Cure Claims pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (c) the Reorganized Debtors amending, modifying or supplementing, after the Effective Date, pursuant to Article VI, any Executory Contracts or Unexpired Leases to the list of Executory Contracts and Unexpired Leases to be assumed or rejected or otherwise; and (d) any dispute regarding whether a contract or lease is or was executory or expired;

4. ensure that distributions to Holders of Allowed Claims and Interests are accomplished pursuant to the provisions of the Plan;

5. adjudicate, decide or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;

6. adjudicate, decide or resolve any and all matters related to Causes of Action;

7. adjudicate, decide or resolve any and all matters related to sections 1141 and 1145 of the Bankruptcy Code;

8. enter and implement such orders as may be necessary or appropriate to execute, implement or consummate the provisions of the Plan and all contracts, instruments, releases, indentures and other agreements or documents created in connection with the Plan or the Disclosure Statement;

9. enter and enforce any order for the sale of property pursuant to sections 363, 1123 or 1146(a) of the Bankruptcy Code;

10. resolve any cases, controversies, suits, disputes or Causes of Action that may arise in connection with the Consummation, interpretation or enforcement of the Plan or any Entity’s obligations incurred in connection with the Plan;

11. issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan;

12. resolve any cases, controversies, suits, disputes or Causes of Action with respect to the releases, injunctions and other provisions contained in Article X and enter such orders as may be necessary or appropriate to implement such releases, injunctions and other provisions;

13. resolve any cases, controversies, suits, disputes or Causes of Action with respect to the repayment or return of distributions and the recovery of additional amounts owed by the Holder of a Claim or Interest for amounts not timely repaid pursuant to Article VII;

14. enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated;

15. determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, indenture or other agreement or document

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created in connection with the Plan or the Disclosure Statement;

16. enter an order or Final Decree concluding or closing the Chapter 11 Cases;

17. adjudicate any and all disputes arising from or relating to the Non-Released Parties Claims;

18. adjudicate any and all disputes arising from or relating to distributions under the Plan;

19. consider any modifications of the Plan to cure any defect or omission or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;

20. determine requests for the payment of Claims and Interests entitled to priority pursuant to section 507 of the Bankruptcy Code;

21. hear and determine disputes arising in connection with the interpretation, implementation or enforcement of the Plan or the Confirmation Order, including disputes arising under agreements, documents or instruments executed in connection with the Plan;

22. hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

23. hear and determine all disputes involving the existence, nature or scope of the Debtors’ discharge, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee or retiree benefit program, regardless of whether such termination occurred prior to or after the Effective Date;

24. enforce all orders previously entered by the Bankruptcy Court; and

25. hear any other matter not inconsistent with the Bankruptcy Code.

ARTICLE XIII.

MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN

A. Modification and Amendments

Effective as of the date hereof and subject to the limitations and rights contained in this Plan: (a) the Debtors reserve the right, in accordance with the Bankruptcy Code and the Bankruptcy Rules, to amend or modify this Plan prior to the entry of the Confirmation Order; and (b) after the entry of the Confirmation Order, the Debtors or the Reorganized Debtors, as applicable, may, upon order of the Bankruptcy Court, amend or modify this Plan, in accordance with section 1127(b) of the Bankruptcy Code or remedy any defect or omission or reconcile any inconsistency in this Plan in such manner as may be necessary to carry out the purpose and intent of this Plan; but, in each case, only as consistent with the terms of and subject to the conditions and consent rights set forth in the Restructuring Support Agreement with the prior written consent of the Required Supporting Noteholders.

B. Effect of Confirmation on Modifications

Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

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C. Revocation or Withdrawal of the Plan

The Debtors reserve the right to revoke or withdraw this Plan prior to the Effective Date and to File subsequent chapter 11 plans, in each case solely to the extent permitted by the Restructuring Support Agreement. If the Debtors (after consultation with the Required Supporting Noteholders) revoke or withdraw this Plan subject to the terms hereof, or if Confirmation or Consummation does not occur, then: (1) this Plan shall be null and void in all respects; (2) any settlement or compromise embodied in this Plan, assumption or rejection of Executory Contracts or Unexpired Leases effected by this Plan and any document or agreement executed pursuant hereto shall be deemed null and void except as may be set forth in a separate order entered by the Bankruptcy Court; and (3) nothing contained in this Plan shall: (a) constitute a waiver or release of any Claims by or against, or any Interests in, such Debtor or any other Entity; (b) prejudice in any manner the rights of the Debtors or any other Entity; or (c) constitute an admission, acknowledgement, offer or undertaking of any sort by the Debtors or any other Entity.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

A. Successors and Assigns

The rights, benefits and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign, affiliate, officer, director, manager, agent, representative, attorney, beneficiaries or guardian, if any, of each Entity.

B. Reservation of Rights

Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. Neither the Plan, any statement or provision contained in the Plan, nor any action taken or not taken by any Debtor with respect to the Plan, the Disclosure Statement or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of Claims or Interests before the Effective Date.

C. Further Assurances

Prior to the Effective Date, the Debtors, and following the Effective Date, the Reorganized Debtors may from time to time, without the need for any further approval from the Bankruptcy Court, prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of this Plan or the Confirmation Order, in all instances as consistent with the terms of and subject to the conditions and consent rights set forth in the Restructuring Support Agreement.

D. Service of Documents

To be effective, any pleading, notice or other document required by the Plan or the Confirmation Order to be served on or delivered to the Debtors or the Support Creditors must be sent by overnight delivery service, electronic mail, courier service, first class mail or messenger to:

1. The Debtors

1211 SW 5th Avenue Suite 750 Portland, Oregon 97204 Attn: John Grossi, Chief Financial Officer [email protected]

with copies to:

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Sheppard Mullin Richter & Hampton LLP 70 West Madison Street, 48th Floor Chicago, Illinois 60602 Attn: Justin R. Bernbrock; Bryan V. Uelk [email protected]; [email protected]

and

Sheppard Mullin Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112 Attn: Colin Davidson [email protected]

2. The DIP Agent, the Supporting Second Lien Noteholders and the Second Lien Note Claims

Intermediate Debt Administration LLC 600 Lexington Avenue, 19th Floor New York, NY 10022 Attn: Adam Goodman Michael Sproul Email: [email protected] [email protected]

with copies to:

Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 Attn: Douglas Mannal Joseph A. Shifer Email: [email protected] [email protected]

-and-

Quinn Emanuel Urquhart & Sullivan, LLP 51 Madison Avenue New York, NY 10010 Attn: Benjamin Finestone Email: [email protected]

E. Dissolution of Committee

On the Effective Date, the Committee(s), if any, shall dissolve automatically, whereupon its members, Professionals and agents shall be released from any further duties and responsibilities in the Chapter 11 Cases and

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under the Bankruptcy Code, except for purposes of filing applications for Professional compensation in accordance with Article II.B of this Plan.

F. Nonseverability of Plan Provisions

If, before Confirmation of the Plan, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted; provided that any such alteration or interpretation must be in form and substance acceptable to the Required Supporting Noteholders and the Debtors; provided, further, that the Debtors and the Required Supporting Noteholders (as applicable) may seek an expedited hearing before the Bankruptcy Court to address any objection to any such alteration or interpretation of the foregoing. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without (a) the Debtors’ consent and (b) the consent of the Required Supporting Noteholders; and (3) nonseverable and mutually dependent.

G. Return of Security Deposits

Unless the Debtors have agreed otherwise in a written agreement or stipulation approved by the Bankruptcy Court, all security deposits provided by the Debtors to any Person or Entity at any time after the Petition Date shall be returned to the Reorganized Debtors within twenty (20) days after the Effective Date, without deduction or offset of any kind.

H. Term of Injunctions or Stays

Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

I. Entire Agreement

Except as otherwise indicated herein and except for the terms and conditions of the Restructuring Support Agreement, the Plan and the Plan Supplement supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings and representations on such subjects, all of which have become merged and integrated into the Plan.

J. Exhibits

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be available upon written request to the Debtors’ counsel at the address above or by downloading such exhibits and documents from the Bankruptcy Court’s web site at www.deb.uscourts.gov. To the extent any exhibit or document is inconsistent with the terms of the Plan, unless otherwise ordered by the Bankruptcy Court, the non- exhibit or non-document portion of the Plan shall control.

SMRH:4848-5775-5854.29 -48- 012521 59ZT-318353 KL2 3214195.3

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K. Votes Solicited in Good Faith

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code and any applicable non-bankruptcy law, and pursuant to section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents, representatives, members, principals, shareholders, officers, directors, employees, advisors and attorneys will be deemed to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale and purchase of Securities offered and sold under the Plan, and, therefore, will have no liability for the violation of any applicable law, rule or regulation governing the solicitation of votes on the Plan or the offer, issuance, sale or purchase of the securities offered and sold under the Plan.

L. Closing of Chapter 11 Cases

The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases.

M. Conflicts

Except as set forth in the Plan, to the extent that any provision of the Disclosure Statement, the Plan Supplement or any other order (other than the Confirmation Order) referenced in the Plan (or any exhibits, schedules, appendices, supplements, or amendments to any of the foregoing), conflict with or are in any way inconsistent with any provision of the Plan, the Plan shall govern and control.

N. Filing of Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court all agreements and other documents that may be necessary or appropriate to effectuate and further evidence the terms and conditions hereof.

Dated: January 24, 2021 Respectfully submitted,

ALPHA MEDIA HOLDINGS LLC

By: /s/ John Grossi Name: John Grossi Title: Chief Financial Officer

On behalf itself and all other Debtors

SMRH:4848-5775-5854.29 -49- 012521 59ZT-318353 KL2 3214195.3

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Exhibit A

Exit Note Purchase Agreement Term Sheet

SMRH:4848-5775-5854.22 010421 59ZT-318353

Case 21-30209-KRH Doc 26 Filed 01/25/21 Entered 01/25/21 06:34:50 Desc Main Document Page 120 of 163 Privileged and Confidential Attorney Work Product

Draft January 23, 2021

ALPHA MEDIA

$37,500,000 EXIT SECOND LIEN NOTE PURCHASE AGREEMENT

Summary of Proposed Material Terms and Conditions

This Summary of Proposed Material Terms and Conditions (the “Exit Facility Term Sheet”) sets forth certain material terms and conditions of an exit second lien note purchase facility proposed to be provided by the Noteholders (as defined below) to the Issuers (as defined below) and each of their direct and indirect subsidiaries.

TERM DESCRIPTION

Facility Exit Second Lien Note Purchase Agreement (the “Facility”)

Agent ICG Debt Administration LLC (the “Agent”)

Noteholders The Facility shall be provided by each of the noteholders party to the $20,000,000 Senior Secured Priming Superpriority Debtor-in-Possession Note Purchase Agreement (as amended, the “DIP Note Purchase Agreement”), dated on or about January 24, 2021, by and among the Issuers, the subsidiaries of the Issuers designated as credit parties thereto, ICG Debt Administration LLC, as agent, and such noteholders.

Issuers Each of Alpha Media LLC (“Alpha LLC”) and Alpha 3E Corporation (“Alpha 3E”)

Guarantors Each of Alpha Media USA LLC (“Parent”) and all subsidiaries of Parent and the Issuers shall be guarantors of the Notes (as defined below) and all other obligations

Credit Parties Each Issuer and each Guarantor (collectively, the “Credit Parties”)

Facility Amount $37,500,000 aggregate new money delayed draw term notes (the “Notes”).

Incremental Facility At the Issuers’ request after the Effective Date (as defined below), up to an additional Amount $10,000,000 of incremental notes having the same terms and conditions as the Notes to be provided by Noteholders, or, to the extent expressly permitted under the terms of the Note Documents, any new note purchaser, after the Effective Date, subject to receipt of commitments to purchase such incremental notes and satisfaction of customary terms and conditions for incremental facilities.

Note Purchases On the Effective Date and provided that the applicable conditions set forth below have been satisfied on such date, each Noteholder shall purchase its pro rata share of Notes by (i) exchanging an aggregate principal amount of such Noteholder’s outstanding DIP Notes (as defined in the DIP Note Purchase Agreement) for an equivalent aggregate principal amount of Notes and (ii) purchasing additional Notes for cash sufficient to fund the payment of costs and expenses necessary to consummate the transactions required for the Credit Parties to exit the Chapter 11 Cases (as defined in the DIP Note Purchase Agreement).

Thereafter, promptly after the occurrence of any Cash Shortfall Trigger and provided that the applicable conditions set forth below have been satisfied on such date, each Noteholder shall purchase for cash its pro rata share of Notes in the aggregate principal amount for each such purchase equal to the greater of such Cash Shortfall and $1,000,000.

On any purchase date, the aggregate amount of all Note purchased shall not be less than

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TERM DESCRIPTION

$1,000,000.

“Cash Shortfall” means, as of any date, an amount (if positive) equal to $5,000,000 minus the aggregate amount of all Unrestricted Cash of the Credit Parties as of such date.

“Cash Shortfall Trigger” means the occurrence of a Cash Shortfall on any date.

“Unrestricted Cash” means, as of any date, cash and cash equivalents (other than restricted cash) of the Credit Parties that is readily available to the Credit Parties for expenditure without causing any material adverse tax consequences and that are not subject to a lien other than a lien in favor of the Agent or the Exit First Lien Lenders (as defined below).

Scheduled Maturity Date The fifth anniversary of the Effective Date.

Amortization None

LIBOR Interest Periods 1, 2, 3 or 6 months.

Interest Rate At Issuer’s option: (i) LIBOR plus (x) 950 bps if paid in kind or (y) 750 bps if paid in cash, in each case, subject to a LIBOR floor of 1.00% or (ii) Base Rate plus (x) 850 bps if paid in kind or (y) 650 bps if paid in cash, in each case, subject to a Base Rate floor of 2.00%.

All interest will be calculated based on a 360-day year (or, in the case of Base Rate Notes, a 365/366-day year) and actual days elapsed.

All interest will be payable in cash or in kind as provided above (i) in the case of LIBOR Rate Notes, at the end of each Interest Period except in the case of an Interest Period of 6 months where interest shall be payable at the end of three months and on the last day of the Interest Period and (ii) in the case of Base Rate Notes, on the last day of each calendar quarter.

Default Interest Rate 2% above applicable Interest Rate if any Event of Default has occurred and is continuing

Fees The Agent shall receive an Agent’s Fee of $50,000 per annum

Use of Proceeds The proceeds of the Notes shall be used

(a) on the Effective Date, to fund the payment of costs and expenses necessary to consummate the transactions required for the Credit Parties to exit the Chapter 11 Cases, provided that all such costs and expenses shall be detailed in a certificate of an authorized officer delivered to the Agent at the time of delivery of the Notice of Issuance relating to the purchase of Notes on the Effective Date; and

(b) after the Effective Date, for working capital and other general corporate purposes.

Optional Commitment Unused commitments may be reduced at any time in increments of $1,000,000 upon three Reductions; Optional business days prior written notice. Prepayments The Notes may be prepaid at any time in increments of $1,000,000 upon not less than 30 days prior written notice.

Mandatory Prepayments The Notes are subject to mandatory prepayment (i) if the aggregate outstanding principal amount of the Notes exceeds the Facility Amount, (ii) in the case of certain asset dispositions or events of loss, and (iii) in the case of non-permitted debt incurrences.

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TERM DESCRIPTION

Prepayment Premiums None.

Collateral The Notes shall be secured by a second priority lien on all real and personal property and assets of each Credit Party (including pledges of the equity interests of the Issuers and each subsidiary thereof) other than: (i) “intent to use” trademark applications, (ii) FCC Licenses to the extent not permitted to be encumbered under applicable law (in which case, to the extent permitted by applicable law, the proceeds of such FCC licenses shall be Collateral), and (iii) certain other Excluded Property (definition to be agreed in the Note Documents).

Exit First Lien Credit A credit agreement and related documents (“Exit First Lien Credit Facility”) to be entered Facility into by the Issuers with a lender or syndicate of lenders reasonably acceptable to the Agent and the Noteholders (the “Exit First Lien Lenders”) providing for the making of term and revolving loans to the Issuers on and after the Effective Date in amounts sufficient to repay in full all then-outstanding obligations under the First Lien Credit Agreement (as defined in the DIP Note Purchase Agreement), and with interest rates, fees, amortization, prepayments, borrowing conditions, affirmative covenants, negative covenants (and baskets), financial covenants, events of default, and other terms and conditions satisfactory to the Agent and the Noteholders.

The guarantees and collateral securing the Exit First Lien Credit Facility shall mirror the guarantees and the Collateral securing the Notes.

Intercreditor Agreement The Liens on the Collateral securing the Notes shall be second priority liens subordinated to the first priority liens on the Collateral securing the obligations under the Exit First Lien Credit Facility pursuant to the terms of an intercreditor agreement (the “Intercreditor Agreement”) to be entered into between the Exit First Lien Lenders, the Agent and the Noteholders on the Effective Date having terms and conditions satisfactory to the Agent and the Noteholders.

The Intercreditor Agreement shall not provide for payment subordination.

Conditions Precedent to Closing conditions in customary form and substance including the following: Effective Date and Initial Purchase of Notes (a) Execution and delivery of Note Documents; (b) Execution and delivery of secretary’s certificates attaching organizational documents, resolutions and incumbencies; (c) Receipt of customary legal opinions of counsel to the Credit Parties (including FCC counsel); (d) Execution and delivery of the Exit First Lien Credit Facility and satisfaction of conditions to the initial borrowing thereunder; (e) Execution and delivery of the Intercreditor Agreement; (f) Termination of DIP Note Documents, First Lien Credit Facility Documents, Second Lien Note Purchase Documents, and TopCo Note Purchase Documents (each as defined in the DIP Note Purchase Agreement); (g) Receipt by noteholders under the Second Lien Note Purchase Documents of New Holdco Common Equity and New Holdco Warrants (as defined in the DIP Note Purchase Agreement); (h) Each of the Plan of Reorganization and the Confirmation Order is in full force and effect without amendments adverse to the Agent and the Noteholders; (i) Occurrence of the Plan Effective Date and satisfaction of all conditions precedent set forth in the Plan of Reorganization; (j) Transactions contemplated in the Plan of Reorganization consummated on terms consistent with those outlined in the Plan of Reorganization; (k) FCC shall have approved the FCC Interim Long Form Application (as defined in the DIP Note Purchase Agreement) approving the issuance of New Holdco

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TERM DESCRIPTION

Common Equity and New Holdco Warrants in a manner that complies with the foreign ownership limitations under Section 310(b)(4) of the Communications Act of 1934, as amended, and other applicable rules and regulations of the FCC; (l) FCC Licenses in full force and effect; (m) Receipt of CFO certificate as to solvency of Credit Parties; (n) Receipt of property and liability insurance certificates and endorsements; (o) Continuing effectiveness of all FCC Licenses material to the business; (p) Absence of material litigation and material adverse effect; (q) Receipt of pro forma financials for the twelve month period ended as of (i) the fiscal quarter ended at least 30 business days prior to the Effective Date and (ii) the calendar month ended at least 30 business days prior to the Effective Date; (r) Truth and correctness of representations and warranties; (s) No Default or Event of Default; (t) Receipt of a closing certificate as to satisfaction of certain conditions; (u) KYC (v) Compliance of transactions with law; (w) Receipt of notice requesting Note issuance; and (x) Payment of all fees and expenses then due and payable.

The “Effective Date” shall be the date on which all conditions set forth above are satisfied or waived.

Conditions Precedent to The following conditions precedent: Each Subsequent Purchase of Notes (a) Existence of a Cash Shortfall Trigger; (b) Truth and correctness of all representations and warranties, subject to customary materiality qualifiers; (c) No Default or Event of Default; (d) Receipt of notice requesting Note issuance; and (e) Payment of all reasonable fees and expenses then due and payable.

Representations and Customary representations and warranties (including customary materiality qualifiers) Warranties including those addressing the following:

(a) corporate existence, power and authority; (b) no conflicts with organizational documents, law or contracts; (c) receipt of governmental authorizations; (d) enforceability of Note Documents; (e) no litigation; (f) no Default or Event of Default; (g) compliance with ERISA; (h) use of proceeds; (i) compliance with margin regulations; (j) title to property; (k) payment of taxes; (l) filing of tax returns; (m) financial condition; (n) environmental matters; (o) not an investment company; (p) solvency; (q) labor matters; (r) intellectual property; (s) no broker’s or transaction fees;

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TERM DESCRIPTION

(t) insurance; (u) subsidiaries and corporate structure; (v) jurisdictions of organization; (w) deposit accounts; (x) full disclosure and 10b-5; (y) validity, perfection and priority of liens on Collateral; (z) foreign assets control and money laundering compliance; (aa) FCC licenses and FCC compliance; (bb) Classification of indebtedness.

Affirmative Covenants Customary affirmative covenants (with customary materiality qualifiers and, where applicable, numerical thresholds to be agreed) including those with respect to the following:

a) Delivery of annual, quarterly and monthly financial statements, weekly cash flow forecasts, accounts payable reports, Miller-Kaplan reports, compliance certificates, notices of certain events, and other information b) Maintenance of (i) corporate existence and licenses, (ii) property and (iii) insurance c) Payment of taxes and other obligations d) Compliance with law e) Right to inspect properties and books and records f) Use of proceeds (see section above) g) Cash management and deposit accounts; h) Mortgages; i) Further assurances (including provision of additional collateral and guaranties); j) Environmental matters; k) Noteholder informational conference calls; l) Compliance with environmental laws, permits, etc. m) Maintenance of all FCC licenses in license subsidiaries; n) FCC approval of foreign ownership

Financial Covenants None

Negative Covenants Customary negative covenants (with customary materiality qualifiers and, where applicable, thresholds or baskets to be negotiated) prohibiting or restricting the following:

a) Liens b) Asset Dispositions c) Consolidations and Mergers d) Investments and loans e) Indebtedness (but including allowance for PPP Loans on terms to be agreed) f) Transactions with Affiliates g) Payment of Management and Consulting Fees h) Contingent Obligations i) ERISA j) Restricted Payments (but including allowance for payment of certain tax indemnities); k) Prepayment of certain Indebtedness l) Cessation or change in business or accounting m) Amendment of organizational documents and certain debt documents n) Restrictions on upstreaming distributions o) Sale-leasebacks p) Operation of License Subsidiaries; FCC Compliance q) Local Marketing Agreements and SSAs

Events of Default Customary events of default (with customary materiality qualifiers and, where applicable,

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TERM DESCRIPTION

thresholds to be negotiated) including those with respect to the following:

a) Non-Payment b) Breach of Representations c) Breach of Covenants d) Cross-Default e) Judgements f) FCC matters including loss of material FCC licenses and dismissal or denial of FCC short form and long form applications g) Leased property h) Termination of Certain LMAs or SSAs i) ERISA j) Invalidity or unenforceability of liens on collateral k) Change of control

Remedies upon an Event Subject to the terms of the Intercreditor Agreement, any of the following: (i) terminate the of Default commitment to purchase additional Notes; (ii) accelerate all principal, interest and other amounts under the Note Documents; and (iii) exercise all rights and remedies under the Note Documents and applicable law.

Fees and Expenses The Credit Parties agree to pay or reimburse (a) within ten (10) days after demand therefor the Agent and each Noteholder for all reasonable and documented costs and out-of-pocket expenses incurred by it or any of its related persons, in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Note Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including attorney costs, costs and expenses of the Agent, and the cost of environmental audits, background checks and similar reasonable out-of-pocket expenses, to the extent permitted hereunder, and (b) within ten (10) days after demand therefor, the Agent and each Noteholder for reasonable and documented out-of-pocket costs and out-of-pocket expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Note Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, Note Document, Obligation or related transaction. in each case, including attorney costs but excluding costs of financial and other advisors and (c) following the occurrence and during the continuance of an Event of Default, attorney costs incurred in connection with any of the matters referred to in clause (b) above and other reasonable fees costs and expenses of financial and other advisors subject to a cap to be mutually agreed; provided, further, that the Attorney Costs referred to herein shall be limited to the reasonable and documented out-of- pocket fees, disbursements and other charges of one legal counsel, one local counsel in each relevant jurisdiction, and one regulatory counsel, in each case, to the Agent and the Noteholders, taken as a whole.

Indemnification Each Credit Party to provide customary indemnification to the Agent, each Noteholder and each of their respective related persons (each such Person being an “Indemnitee”) from and against all liabilities that may be imposed on, incurred by or asserted against any such Indemnitee (whether brought by any Credit Party, an Affiliate of any Credit Party or any other Person) in any matter relating to or arising out of, in connection with or as a result of (i) any Note Document, any obligation (or the repayment thereof), the use or intended use of the

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TERM DESCRIPTION

proceeds of any Note or other financial accommodation, any securities filing of, or with respect to, any Credit Party, and (ii) related matters.

Documentation The Facility shall be documented in the form of a Second Lien Note Purchase Agreement and all the security and collateral agreements and other relevant documentation as otherwise required hereby, that are in form and substance satisfactory to, the Agent and the Noteholders (collectively, the “Note Documents”), which form shall be based upon the definitive documentation for the existing Second Lien Note Purchase Documents and related documents, except as otherwise mutually agreed and subject to modifications to reflect the terms and conditions set forth in this Exit Facility Term Sheet and to take into account (a) customary borrowing, administrative, agency, yield protection, amendments, voting, Note assignment, setoff, and other provisions for similar financings, (b) the status of the Credit Parties as entities subject to FCC regulation, (c) the nature of the Facility as a second lien note purchase facility, (d) the terms and conditions of the Exit First Lien Credit Facility and the Intercreditor Agreement; (e) the requirements of the Plan of Reorganization, and (f) the operational and strategic requirements of the Credit Parties in light of their capital structure, size, operations and proposed business plan.

Notwithstanding the foregoing, this Exit Facility Term Sheet shall not constitute a binding obligation and is subject to execution and delivery by the Credit Parties, the Agent, and each of the Noteholders of definitive documentation consistent with the terms and conditions set forth in this Exit Facility Term Sheet.

Forum; Jury Trial Waiver Federal and State Courts located in the Borough of Manhattan, New York. All parties shall waive right to trial by jury to the fullest extent permitted by applicable law.

Governing Law New York Law

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Exhibit B

New Holdco Warrant Agreement

SMRH:4848-5775-5854.22 010421 59ZT-318353

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[To Come]

SMRH:4848-5775-5854.22 010421 59ZT-318353

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Exhibit C

Restructuring Transactions Memorandum

SMRH:4848-5775-5854.22 010421 59ZT-318353

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[To Come]

SMRH:4848-5775-5854.22 010421 59ZT-318353

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SMRH:4848-5775-5854.22 010421 59ZT-318353

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Exhibit B

Restructuring Support Agreement

SMRH:4812-5555-4511.29 012521 59ZT-318353

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[To Come]

SMRH:4812-5555-4511.29 012521 59ZT-318353

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Exhibit C

Liquidation Analysis

SMRH:4812-5555-4511.29 012521 59ZT-318353

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LIQUIDATION ANALYSIS1

NOTHING CONTAINED IN THE FOLLOWING LIQUIDATION ANALYSIS IS INTENDED TO BE OR CONSTITUTES A CONCESSION OR ADMISSION OF THE DEBTORS. THE ESTIMATED AMOUNT OF ALLOWED CLAIMS SET FORTH HEREIN SHOULD NOT BE RELIED UPON FOR ANY OTHER PURPOSE, INCLUDING ANY DETERMINATION OF THE VALUE OF ANY DISTRIBUTION TO BE MADE ON ACCOUNT OF ALLOWED CLAIMS UNDER THE PLAN. THE ACTUAL AMOUNT OF ALLOWED CLAIMS IN THESE CASES COULD DIFFER MATERIALLY FROM THE ESTIMATED AMOUNTS SET FORTH IN THE LIQUIDATION ANALYSIS.

A. Introduction

Under the “best interests of creditors” test set forth in section 1129(a)(7) of the Bankruptcy Code, the Bankruptcy Court may not confirm a plan of reorganization unless the plan provides each holder of an allowed claim or interest that does not otherwise vote in favor of the plan with property of a value, as of the effective date of the plan, that is not less than the amount that such holder would receive or retain if the debtor were liquidated under chapter 7 of the Bankruptcy Code.

To demonstrate that the Plan satisfies the best interests of creditors test, the Debtors, with the assistance of their advisors, have prepared the hypothetical liquidation analysis (the “Liquidation Analysis”), which is based upon certain assumptions discussed in the Disclosure Statement and elsewhere herein.

The Liquidation Analysis sets forth an estimated range of recovery values for each Class of Claims and Interests upon disposition of assets pursuant to a hypothetical chapter 7 liquidation. As illustrated by this Liquidation Analysis, holders of Claims or Interests in impaired classes and holders of Claims in certain unimpaired classes that would receive a full recovery under the Plan would receive a lower recovery in a hypothetical liquidation than they would under the Plan. Further, no holder of a Claim or Interest would receive or retain property under the Plan of a value that is less than such holder would receive in a chapter 7 liquidation. Accordingly, and as set forth in greater detail below, the Debtors believe that the Plan satisfies the “best interests of creditors” test set forth in section 1129(a)(7) of the Bankruptcy Code.

B. Basis of Presentation

The Liquidation Analysis represents an estimated recovery for all creditors of the Debtors based upon a hypothetical liquidation of the Debtors, as if a Chapter 7 trustee (“Trustee”) was appointed by the bankruptcy court presiding over the Debtors’ Chapter 11 cases to convert assets into cash for distribution to creditors and interest holders. The analysis assumes the orderly liquidation of substantially all of the Debtors’ operations over a twelve-month period beginning April 2, 2021

1 Capitalized terms used but not defined herein shall have the meanings given to them in the Disclosure Statement for Joint Pre-Packaged Plan of Reorganization of Alpha Media Holdings LLC and Its Debtor Affiliates (the “Disclosure Statement”) or the Joint Pre-Packaged Plan of Reorganization of Alpha Media Holdings LLC and Its Debtor Affiliates (the “Plan”).

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(the “Conversion Date”). This timeline anticipates that certain operations would be sold on a going concern basis over a nine-month period with a three-month wind-down of the Chapter 7 estate.

The determination of the hypothetical proceeds from the liquidation of assets is a highly uncertain process involving the extensive use of estimates and assumptions that, although considered reasonable by the Debtors’ management team and their advisors, are inherently subject to significant business, economic, and competitive uncertainties and contingencies beyond the control of the Debtors and their management team. The Liquidation Analysis should be read in conjunction with the assumptions, qualifications, and explanations set forth in the Disclosure Statement and the Plan in their entirety, as well as the notes and assumptions set forth below.

The liquidation would likely prompt certain events to occur that may not otherwise occur or exist under a Plan absent a liquidation. Included in the Liquidation Analysis are various potential employee severance, unpaid chapter 11 administration expenses, and claims otherwise satisfied or assumed as part of the Reorganized Debtors’ go-forward operations. Defaults under customer and supplier agreements will also likely arise. Such events would create additional significant Class 5- General Unsecured Claims. No attempt has been made to estimate the additional Class 5-General Unsecured Claims likely to arise in connection with a hypothetical liquidation under Chapter 7.

The Liquidation Analysis does not include estimates for the tax consequences that may be triggered upon a Chapter 7 liquidation and any related asset sales in the manner described above. Such tax consequences may be material. In addition, the Liquidation Analysis does not include recoveries resulting from any potential preference, fraudulent transfer, or other litigation or Avoidance Actions, which are assumed to have zero value for purposes of the Liquidation Analysis but could be a material amount in an actual liquidation.

The Liquidation Analysis assumes that the Debtors would be liquidated in a jointly administered, but not substantively consolidated, proceeding. The Liquidation Analysis takes into account superpriority administrative status of Intercompany Claims arising post-petition, unsecured prepetition Intercompany Claims, and the equity interests of each parent and subsidiary relationship. In an iterative and sequential fashion, the Liquidation Analysis assumes that liquidation value is cycled among the Debtors to satisfy these Intercompany Claims and Interests, which in turn may alter the liquidation value available to satisfy third-party claims at each entity. The results of the individual entity-by-entity analysis have been consolidated for a combined total liquidation value as presented herein. The amounts received and distributed are presented on a gross basis, net of expenses related to Ch 7 activities. The Debtors’ assume a liquidation would be conducted pursuant to Chapter 7 of the Bankruptcy Code, with a Trustee appointed to manage the bankruptcy estate (the “Estate”). The Trustee would be responsible for liquidating the Debtors’ assets in a manner intended to maximize the recovery to creditors. Asset sale proceeds resulting from the liquidation process would be reduced by the expenses of the liquidation process prior to

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distributing such proceeds to any holders of Allowed Claims. The three major components of the process are as follows:

• Generation of cash proceeds from sale of assets and going concern business unit sales;

• Costs and post-conversion operational cash flow related to the liquidation process, such as personnel retention costs, claims reconciliation costs, estate wind-down costs, severance costs, and trustee and professional fees; and

• Distribution of net proceeds generated from asset sales to claimants in accordance with the priority scheme under Chapter 7 of the Bankruptcy Code.

When considering the generation of cash proceeds and the distribution thereof, the Debtors believe that the present value of distributions, to the extent available, may be further reduced because such distributions in a Chapter 7 may not occur until after the twelve-month period assumed in the analysis. Moreover, in the event that litigation becomes necessary to resolve claims asserted in a Chapter 7, distributions to creditors may be further delayed, which both decreases the present value of those distributions and increases administrative expenses that could diminish the liquidation proceeds available to creditors. The effects of this potential delay on the value of distributions under the Liquidation Analysis have not been considered in this analysis. After consideration of the effects that a Chapter 7 liquidation would have on the ultimate proceeds available for distribution to creditors, the Debtors have determined, as summarized in the following charts and the “Best Interests Test” section of the Disclosure Statement, that the Plan will provide creditors with a recovery that is no less than creditors would receive pursuant to a liquidation of the Debtors’ assets under Chapter 7 bankruptcy proceeding.

C. Disclaimer

THIS LIQUIDATION ANALYSIS HAS NOT BEEN EXAMINED OR REVIEWED BY INDEPENDENT ACCOUNTANTS IN ACCORDANCE WITH STANDARDS PROMULGATED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS. ALTHOUGH THE DEBTORS CONSIDER THE ESTIMATES AND ASSUMPTIONS SET FORTH HEREIN TO BE REASONABLE UNDER THE CIRCUMSTANCES, SUCH ESTIMATES AND ASSUMPTIONS ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES BEYOND THE DEBTORS’ CONTROL. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE RESULTS SET FORTH IN THIS LIQUIDATION ANALYSIS WOULD BE REALIZED IF THE DEBTORS WERE ACTUALLY LIQUIDATED PURSUANT TO CHAPTER 7 OF THE BANKRUPTCY CODE, ACTUAL RESULTS IN SUCH A CASE COULD VARY MATERIALLY FROM THOSE PRESENTED HEREIN, AND DISTRIBUTIONS AVAILABLE TO HOLDERS OF CLAIMS AND INTERESTS IN SUCH A CASE COULD DIFFER MATERIALLY FROM THE PROJECTED RECOVERIES SET FORTH IN THIS LIQUIDATION ANALYSIS.

THIS LIQUIDATION ANALYSIS IS A HYPOTHETICAL EXERCISE THAT HAS BEEN PREPARED FOR THE SOLE PURPOSE OF PRESENTING A REASONABLE, GOOD- FAITH ESTIMATE OF THE PROCEEDS THAT WOULD BE REALIZED IF THE

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DEBTORS WERE LIQUIDATED IN ACCORDANCE WITH CHAPTER 7 OF THE BANKRUPTCY CODE AS OF THE CONVERSION DATE. THIS LIQUIDATION ANALYSIS IS NOT INTENDED AND SHOULD NOT BE USED FOR ANY OTHER PURPOSE. THIS LIQUIDATION ANALYSIS DOES NOT PURPORT TO BE A VALUATION OF THE DEBTORS’ ASSETS AS A GOING CONCERN, AND THERE MAY BE A SIGNIFICANT DIFFERENCE BETWEEN THE VALUES AND RECOVERIES REPRESENTED IN THIS LIQUIDATION ANALYSIS AND THE VALUES THAT MAY BE REALIZED OR CLAIMS GENERATED IN AN ACTUAL LIQUIDATION. NOTHING CONTAINED IN THIS LIQUIDATION ANALYSIS IS INTENDED TO BE, OR CONSTITUTES, A CONCESSION, ADMISSION, OR ALLOWANCE OF ANY CLAIM BY THE DEBTORS. THE ACTUAL AMOUNT OR PRIORITY OF ALLOWED CLAIMS IN THE CHAPTER 11 CASES COULD MATERIALLY DIFFER FROM THE ESTIMATED AMOUNTS SET FORTH AND USED IN THIS LIQUIDATION ANALYSIS. THE DEBTORS RESERVE ALL RIGHTS TO SUPPLEMENT, MODIFY, OR AMEND THE ANALYSIS SET FORTH HEREIN.

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D. Detailed Liquidation Analysis

Assumptions Lower Higher Gross Gross Note Estimated Gross Recovery Recovery In $000s Proceeds of Proceeds of Reference Balance Rate (%) Rate (%) Liquidation Liquidation Assets Current Assets Unrestricted Cash A $9,605 $9,605 100% $9,605 100% Restricted Cash A $298 $298 100% $298 100% Net AR B $24,030 $16,821 70% $20,425 85% Deposits / Deposits in Transit C $845 $616 73% $662 78% Prepaids D $2,067 $250 12% $475 23% Other Receivables E $201 $201 100% $201 100% Total Current Assets $37,046 $27,790 75% $31,665 85% Long Term Assets - See Note J below Equipment F $27,386 ------Property F $30,995 ------FCC Licenses G $178,701 ------Intangibles H $84,645 ------Other H $363 ------Total Long Term Assets $322,091 ------Unencumbered Assets-Property I $3,000 $1,500 50% $2,400 80% Total Long Term Assets-Unencumbered Assets $3,000 $1,500 50% $2,400 80% Going Concern Business Unit Sales Proceeds J $71,677 $79,939 Gross Liquidation Proceeds $362,136 $100,967 28% $114,004 31% Chapter 7 Expenses Professional Fees K $4,500 100% $4,000 100% Chapter 7 Trustee Fees L $3,054 100% $3,445 100% Chapter 7 Broker Fees L $3,029 100% $3,420 100% Wind Down Costs M $12,399 100% $12,399 100% Total Ch 7 Expenses $22,981 100% $23,264 100% Net Proceeds after Chapter 7 Payment $77,985 $90,740 Superpriority Carve-Out Claims Carve-Out Obligation N $1,800 $1,800 100% $1,800 100% Total Superpriority Carve-Out Claims $1,800 $1,800 100% $1,800 100% Net Proceeds after Superpriority Carve-Out Claims Payment $76,185 $88,940 Superpriority DIP Claims DIP Notes O $5,000 $5,000 100% $5,000 100% Total Superpriority DIP Claims $5,000 $5,000 100% $5,000 100% Net Proceeds after Superpriority DIP Claims Payment $71,185 $83,940 Class 1-Other Secured Claims Class 1-Other Secured Claims P $0 $0 100% $0 100% Total Class 1 - Other Secured Claims $0 $0 100% $0 100% Net Proceeds after Class 1-Other Secured Claims Payment $71,185 $83,940 Class 2-First Lien Debt Claims Class 2-First Lien Debt Q $90,018 $69,685 77% $81,540 91% Total Class 2-First Lien Debt Claims $90,018 $69,685 77% $81,540 91% Net Proceeds after Class 2-First Lien Debt Claims Payment $1,500 $2,400 Class 3-Second Lien Notes Claims Class 3-Second Lien Notes R $72,645 $0 0% $0 0% Total Class 3-Second Lien Notes Claims $72,645 $0 0% $0 0% Net Proceeds after Class 3-Second Lien Notes Claims Payment $1,500 $2,400 Ch 11 Administrative Claims Ch 11 Administrative Claims S $7,919 $1,500 19% $2,400 30% Total Ch 11 Administrative Claims $7,919 $1,500 19% $2,400 30% Net Proceeds after Ch 11 Administrative Claims Payment $0 $0 Priority Claims Priority Claims T $1,939 $0 0% $0 0% Total Priority Claims $1,939 $0 0% $0 0% Net Proceeds after Priority Claims Payment $0 $0 Class 4-Prepetition HoldCo Notes Claims Class 4-Prepetition HoldCo Notes U $103,931 $0 0% $0 0% Total Class 4-Prepetition HoldCo Notes Claims $103,931 $0 0% $0 0% General Unsecured Claims Deficiency Claims V $92,978 $0 0% $0 0% Class 5-GUC: Trade Claims & Accrued Exp W $8,500 $0 0% $0 0% Total General Unsecured Claims $101,478 $0 0% $0 0% Net Proceeds Available to Equity Interest Holders $0 $0 Class 6-Topco Interests Class 6-Topco Interests X $0 $0 0% $0 0% Total Class 6-Topco Interests $0 $0 0% $0 0% Net Proceeds after Class 6-Topco Interests Payment $0 $0 Class 7-Other Interests Class 7-Other Interests Y $0 $0 0% $0 0% Total Class 7-Other Interests $0 $0 0% $0 0% Net Proceeds after Class 7-Other Interests Payment $0 $0

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Notes to the Liquidation Analysis

The Liquidation Analysis is based on the Debtors’ projected balance sheet as of April 2, 2021. Certain assets were also assumed to be sold on a going concern basis at assumed discounted valuations. In addition, currently no value is being ascribed to avoidance actions not enumerated or other potential off-balance sheet assets.

1. Gross Liquidation Proceeds

Note A- Cash

Unrestricted and restricted cash as of April 2, 2021 are based on the Debtors’ projected balance sheet.

Both restricted and unrestricted cash are assumed to be fully recoverable. Estimated proceeds are assumed to be 100% of book value. As of the Conversion Date, the Debtors estimate that all $9.9 million of estimated cash would likely be encumbered by liens of holders of Superpriority Carve- Out Claims, Superpriority DIP Claims as well as the holders of Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims.

Note B- Net Accounts Receivable

Net accounts receivable (exclusive of intercompany balances and net of allowance for bad debts) as of April 2, 2021 are estimated based on the Debtors’ projected balance sheet. It is assumed that the Chapter 7 trustee would retain certain existing staff of the Debtors to administer the collection of outstanding receivables.

Estimated proceeds from accounts receivable balances (exclusive of intercompany balances) are assumed to be 70-85% of book value. This is based in part because there would be inevitable difficulties in collecting receivables and concessions would likely be required to facilitate the collection of certain accounts receivables. Additionally, ceasing certain operations would terminate various contracts and business relationships, which may also impact collection of receivables.

As of the Conversion Date, the Debtors estimate that the accounts receivable would likely be encumbered by liens of holders of Superpriority Carve-Out Claims, Superpriority DIP Claims as well as the holders of Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims.

Note C- Deposits / Deposits in Transit

Deposits as of April 2, 2021 are an estimate based on the Debtors’ projected balance sheet. Deposits are primarily deposits that are in-transit to banks of $0.6 million and security deposits of $0.2 million held by the Debtors’ landlords and utility providers, which may make them difficult to recover. The recovery of Deposits in Transit is assumed to be 100% of book value while the security deposits are assumed to be unrecoverable. As of the Conversion Date, the Debtors estimate that the deposits would likely be encumbered by liens of holders of Superpriority Carve-

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Out Claims, Superpriority DIP Claims as well as the holders of Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims.

Note D- Prepaids

Prepaids as of April 2, 2021 are an estimate based on the Debtors’ projected balance sheet. Prepaids include prepaid insurance, prepaid programming, royalties and other prepaid expenses. The recovery of Prepaids is assumed to be 12-23% of book value but may be materially lower. As of the Conversion Date, the Debtors estimate that the prepaids would be encumbered by liens of holders of Superpriority Carve-Out Claims, Superpriority DIP Claims as well as the holders of Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims.

Note E- Other Receivables

Other receivables as of April 2, 2021 are an estimate based on the Debtors’ projected balance sheet. Other receivables include mainly income tax receivable, which are assumed to be recoverable at 100% of book value but may be materially lower depending on treatment by the tax authorities. As of the Conversion Date, the Debtors estimate that $0.2 million in book value recoverable from the estimated other receivables would likely be encumbered by liens of holders of Superpriority Carve-Out Claims, Superpriority DIP Claims as well as the holders of Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims.

Note F- Equipment and Properties

Equipment and Properties as of April 2, 2021 are estimated based on the Debtors’ projected balance sheet. They represent antennas, microwave and translators, leasehold improvements, furniture and fixtures, real property and other property and equipment.

Equipment is assumed to be either recovered through the going concern sales of the different radio stations in various markets or forfeited in a liquidation. As of the Conversion Date, the Debtors estimate that the $61.4 million in estimated book value of equipment and property would likely be encumbered by liens of holders of Superpriority Carve-Out Claims and Superpriority DIP Claims. With the exception of certain property interests with an estimated fair market value below $3 million, Class 2-First Lien Debt Claims would likely encumber substantial amounts of estimated equipment and properties. Proceeds recovered by the sale of properties that may not have a perfected lien are assumed to flow to claimants other than the Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims.

Note G- FCC Licenses

FCC Licenses as of April 2, 2021 are an estimate based on the Debtors’ projected balance sheet. The assets represent FCC Licenses associated with the radio stations. It is assumed that all the licenses are either sold as part of the going concern sales of the individual radio stations or forfeited in a station liquidation. As of the Conversion Date, the Debtors estimate that the $178.7 million in estimated book value of FCC Licenses would likely be encumbered by liens of holders of Superpriority Carve-Out Claims and holders of Superpriority DIP Claims. While the credit agreements for the Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims may assert a lien on the FCC Licenses, these parties may not have a perfected lien on these assets based

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on applicable law. Absent a valid and perfected lien on these assets, in a hypothetical liquidation, the sale and distribution of value from these assets could be made more difficult. Nevertheless, for purposes of this analysis, the Debtors have assumed that these liens have been perfected.

Note H- Intangibles & Other Assets

Intangibles represent talent and representation contracts, customer and advertiser relationships, goodwill, trademarks and trade names. Other assets primarily represent member equity interests, loan to investors and transaction costs. As of the Conversion Date, the Debtors estimate that the $84.7 million in estimated book value of intangibles and the $0.4 million in estimated book value of other assets would likely be encumbered by liens of holders of Superpriority Carve-Out Claims, Superpriority DIP Claims, Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims. The recovery of these assets is included in the going concern sales of the individual radio stations.

Note I- Unencumbered Assets

The Debtors’ unencumbered assets primarily consist of certain real property interests with an estimated fair market value below $3 million as well as FCC Licenses. Upon review, the Debtors reasonably conclude that a recovery of 50% to 80% of value would be achieved in the liquidation of these real property assets. As discussed above, while the credit agreements related to the Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims may assert a lien on the FCC Licenses, these parties may not have a perfected lien on these assets based on applicable law. Absent a valid and perfected lien on these assets, in a hypothetical liquidation, the sale and distribution of value from these assets could be made more difficult. Nevertheless, for purposes of this analysis, the Debtors have assumed that these liens have been perfected for the FCC Licenses.

Based on the above, the Debtors estimate that approximately $3 million of unencumbered assets exist. These assets would be available for distribution in a liquidation, all of which amounts, net of liquidation costs, would be distributed first, on account of the Chapter 7 Liquidation Costs, second, to Superpriority Carve-Out Claims, third, to holders of Superpriority DIP Claims, fourth, to holders of Class 1-Other Secured Claims, fifth, to holders of Chapter 11 Administrative Claims, sixth, to holders of Priority Claims, seventh, to holders of Class 5-General Unsecured Claims, eighth, to holders of Class 6-Topco Interests, and finally, to holders of Class 7-Other Interests. Based on the analysis, no amounts are expected to remain for distribution to holders of claims below Chapter 11 Administrative Claims.

Note J- Going Concern Business Unit Sales Proceeds

Going Concern Proceeds represent the proceeds from the sale of various Debtors’ business units including the different radio stations across various markets. Typically, upon conversion of a chapter 11 case to one under chapter 7, a business is shut down and ceases all operations. For purposes of this Liquidation Analysis, however, the Debtors have assumed that “the music will not stop playing” and their operations would not necessarily cease following conversion of their cases to chapter 7. Instead, the Debtors would continue operations of the radios stations and

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maintain minimal staff at the corporate level pending a sale by the chapter 7 trustee, as this would be more likely to maximize value.

The assets represent the land, station facilities, towers, FCC Licenses, tower operating contracts, employee contracts, intangible and other operating assets. Recovery from the sale of the Debtors’ assets is expected to be low relative to book value due to factors, including but not limited to, the unprecedented nature of a liquidation of this magnitude in the radio and broadcasting industry, COVID-19 impacts, difficult economic and financial markets that could reduce the potential population of buyers able to purchase radio stations, lack of buyers for the entire portfolio of stations as well as lack of buyers in each individual market, potential FCC, anti-trust or similar issues and the difficulty in liquidating numerous assets across the country in a constrained time period.

Recovery for these assets has been estimated based on EBITDA multiples applied to the LTM and projected 2021 and 2022 EBITDA that are informed by management’s views of the Debtors on a go forward basis without regard to a potential hypothetical liquidation. The recovery value realized has been discounted to reflect the distressed nature of the transaction as well as the other factors previously described above. In addition, to reflect the relative attractiveness of different markets that the Debtors operate in, different multiples have been assigned between markets that are considered top ranked by management and markets that are not ranked as top markets. If the Debtors’ business operations were to be shut down in their entirety, as may normally occur upon conversion to chapter 7, the Debtors believes the liquidation recoveries on the Debtors assets would be substantially lower than those reflected in the Liquidation Analysis.

2. Chapter 7 Liquidation Costs

Note K- Professional Fees

Professional fees include estimates for professionals contracted to assist the Trustee in the liquidation wind down. The Liquidation Analysis estimates professional fees of $500,000 per month for the first four months following the Conversion Date on account of legal and financial advisors and at a reduced rate of $250,000 per month for the next eight months as the Debtors slowly enter winddown process. In addition, it is assumed that professional fees are higher by $500,000 in the lower case due to more professional fee related effort being spent to wind down and sell the assets of the estate.

Note L- Chapter 7 Trustee Fees and Broker Fees

Pursuant to section 326 of the Bankruptcy Code, the Bankruptcy Court may allow reasonable compensation for the Trustee’s services, not to exceed 25% on the first $5,000 or less, 10% on any amount in excess of $5,000 but not in excess of $50,000, 5% on any amount in excess of $50,000 but not in excess of $1 million, and 3% of such moneys in excess of $1 million, upon all moneys disbursed or turned over in the case by the Trustee to parties in interest. Trustee fees are projected in accordance with these maximum allowable percentages for purposes of this Liquidation Analysis.

Pursuant to section 726 of the Bankruptcy Code, the allowed administrative expenses incurred by the Trustee, including expenses affiliated with selling the Debtors’ assets, will be entitled to

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payment in full prior to any distribution to Chapter 11 Administrative Claims and Priority Non- Tax Claims.

Broker fees include brokers associated with the sale of the business units in the liquidation wind down. Fees are estimated to be 3% of gross liquidation proceeds.

Note M- Wind Down Costs

Wind down costs reflect a twelve (12) month budget, including a nine (9) month sale period and a three (3) month wind down period, net of operating receipts to be received. The operating receipts reflect the customer receipts from the continuing operations of the radio stations before the stations are sold at a discount of the expected receipts in normal course. The costs reflect the operating expenditures to operate and wind down the company for the bankruptcy case period. The operating expenditures are comprised of salaries and wages of employees that may be critical to the Debtors, various operating costs, costs related to insurance and taxes, and fees with respect to audits and tax preparation. The receipts and operating expenditures are discounted for winddown activities and timing and will gradually lower as the Chapter 7 completes.

3. Claims

Note N- Superpriority Carve-Out Claims

Paragraph 36 of the DIP Order provides that certain unpaid holdback and accrued professional fees and expenses shall be entitled to priority above Superpriority DIP Claims as well as claims and fees to which the Superpriority DIP Claims are senior. This total includes approximately $1.8 million of accrued but unpaid restructuring professional fees that were not previously funded by the Debtors into the Professional Fees Account, fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under 28 U.S.C. § 1930(a) plus interest at the statutory rate, fees and expenses incurred by the Trustee under section 726(b) of the Bankruptcy Code, plus payable on account of the Post-Carve Out Trigger Notice Cap (as defined in the DIP Order).

Note O- Superpriority DIP Claims

Holders of Superpriority DIP Claims, projected to total approximately $5.0 million as of the Conversion Date, are projected to recover 100%.

Note P- Class 1-Other Secured Claims

Class 1-Other Secured Claims are approximately $0.

Note Q- Class 2-First Lien Debt Claims

This Liquidation Analysis assumes that the aggregate principal amount of Class 2-First Lien Debt Claims, including interests and revolver, is approximately $90.0 million. The prepetition obligations under the Prepetition First Lien Credit Agreement are likely secured by a first lien on

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all of the right, title, and interest in substantially all of their assets other than certain real property interests with an estimated fair market value below $3 million.

This Liquidation Analysis concludes that holders of Class 2-First Lien Debt Claims would likely receive 91% recovery in a chapter 7 liquidation under Higher Case. Under the Lower Case, the holders of Class 2-First Lien Debt Claims would likely receive 77%.

Note R- Class 3-Second Lien Notes Claims

This Liquidation Analysis assumes that the aggregate principal amount of Class 3-Second Lien Notes Claims is approximately $72.6 million. The prepetition obligations under the Prepetition Second Lien Note Purchase Agreement are likely secured by a second lien on all of the right, title, and interest in substantially all of their assets other than certain real property interests with an estimated fair market value below $3 million. The analysis indicates that these claimants would likely receive zero recovery.

Note S- Chapter 11 Administrative Claims

Chapter 11 Administrative claims include post-petition trade payables outstanding and other administrative expense claims estimated as of the Conversion Date. The total amount of Chapter 11 Administrative Claims allowed in the Chapter 11 cases could differ materially from the assumptions set forth by this Liquidation Analysis, thereby reducing recoveries available to holders of Claims and Interests in a Chapter 7 liquidation.

Additionally, diminution in value of the interests of the holders of Class 2-First Lien Debt Claims in the Prepetition Collateral may give rise to corresponding First Lien Adequate Protection Liens and First Lien 507(b) Claims, which will hold superpriority administrative status. As noted above, such claims could be substantial in a hypothetical liquidation. Based on the analysis, the Chapter 11 Administrative Claims would likely receive 19%-30%. Any holders of claims junior to Chapter 11 Administrative Claims would likely receive zero recovery.

Note T- Priority Claims

This Liquidation Analysis assumes Priority Claims outstanding as of the Conversion Date of approximately $1.9 million. The Priority Claims consist of (i) employee obligations arising before the Petition Date and unpaid as of Conversion Date (“Employee Claims”), and (ii) priority tax claims arising before the Petition Date and unpaid as of Conversion Date. The pool of Priority Claims allowed in the Chapter 11 cases, however, could differ materially from the assumptions set forth in this Liquidation Analysis, thereby reducing recoveries available to Holders of Claims and Interests in a Chapter 7 liquidation

Class 4-Prepetition HoldCo Notes Claims

Note U- Class 4-Prepetition HoldCo Notes Claims

The estimated Alpha Media Holdings LLC Notes (“Class 4-Prepetition HoldCo Notes”) claim amount is $103.9 million. Holders of the notes claims are assumed to share pari-passu with all

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other holders of non-priority, Class 5-General Unsecured Claims solely at the Alpha Media Holdings LLC entity and not at the other Debtor entities.

General Unsecured Claims

Note V- Deficiency Claims

Deficiency Claims, which include Class 2-First Lien Debt Claims and Class 3-Second Lien Notes Claims, may also have a deficiency claim based on the available collateral of the Debtors. These claims are assumed to be asserted at each Debtors’ borrower and guarantor entity and are pari- passu with other General Unsecured Claims. The Liquidation Analysis concludes the range of the claims to be $81.1 million in the Higher Case and $93.0 in the Lower Case.

Note W- Trade Claims and Accrued Expenses Claims

Additional General Unsecured Claims include Class 5-General Unsecured Claims. These claims are assumed to be asserted at Debtors where liabilities are recorded in the Debtors’ books and records, or where they would be recorded in the case of liabilities that only exist in a hypothetical liquidation scenario. These claims may consist of prepetition unpaid and accrued unsecured obligations owed to vendors, litigants, taxing authorities, and other parties, and may not be exhaustive of claims that exist under the Plan or that may arise on account of a liquidation. These claims are unsecured and applied against the remaining proceeds at the respective entity, if available. The Liquidation Analysis does not attempt to estimate any additional General Unsecured Claims that would arise as a result of the rejection of additional Executory Contracts (including talent and programming contracts) and Unexpired Leases that would otherwise be assumed under the Plan, the failure of the Debtors to perform under existing contracts, or any potential litigation Claims. The amount of such additional Claims would likely be substantial in amount. Additionally, this Liquidation Analysis does not include any estimates for recovery by the Chapter 7 Trustee on account of certain potential Avoidance Actions and other Causes of Action.

Note X- Class 6-Topco Interests

Since the Debtors do not fully satisfy the General Unsecured Claims, Class 6-Topco Interests receive no proceeds.

Note Y- Class 7-Other Interests

Since the Debtors do not fully satisfy the General Unsecured Claims, Class 7-Other Interests receive no proceeds.

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CONCLUSION

BASED ON THIS HYPOTHETICAL LIQUIDATION ANALYSIS VERSUS THE IMPLIED REORGANIZATION VALUE AND ANTICIPATED DISTRIBUTIONS TO HOLDERS OF ALLOWED CLAIMS AND INTERESTS UNDER THE PLAN, THE PLAN SATISFIES THE REQUIREMENTS OF 1129(A)(7) OF THE BANKRUPTCY CODE.

IN ADDITION, THE DEBTORS BELIEVE THAT THE PRESENT VALUE OF DISTRIBUTIONS FROM THE LIQUIDATION PROCEEDS, TO THE EXTENT AVAILABLE, MAY BE FURTHER REDUCED BECAUSE SUCH DISTRIBUTIONS IN A CHAPTER 7 MAY NOT OCCUR UNTIL AFTER THE TWELVE-MONTH PERIOD ASSUMED IN THE ANALYSIS. MOREOVER, IN THE EVENT THAT LITIGATION BECOMES NECESSARY TO RESOLVE CLAIMS ASSERTED IN THE CHAPTER 7, DISTRIBUTIONS TO CREDITORS COULD BE FURTHER DELAYED, WHICH BOTH DECREASES THE PRESENT VALUE OF THOSE DISTRIBUTIONS AND INCREASES ADMINISTRATIVE EXPENSES THAT COULD DIMINISH THE LIQUIDATION PROCEEDS AVAILABLE TO PREPETITION CREDITORS.

THE EFFECTS OF THIS DELAY ON THE VALUE OF DISTRIBUTIONS UNDER THE HYPOTHETICAL LIQUIDATION HAVE NOT BEEN CONSIDERED IN THIS LIQUIDATION ANALYSIS.

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Exhibit D

Financial Projections

SMRH:4812-5555-4511.29 012521 59ZT-318353

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FINANCIAL PROJECTIONS1 The Debtors believe that the Plan meets the feasibility requirement set forth in section 1129(a)(11) of the Bankruptcy Code, as confirmation is not likely to be followed by liquidation or the need for further financial reorganization of the Debtors or any successor under the Plan. In connection with the planning and development of a plan of reorganization and for the purposes of determining whether such plan would satisfy this feasibility standard, the Debtors analyzed their ability to satisfy their financial obligations while maintaining sufficient liquidity and capital resources. The Debtors do not, as a matter of course, publish their business plans or strategies, projections or anticipated financial position. Accordingly, the Debtors do not anticipate that they will, and disclaim any obligation to, furnish updated business plans or the Financial Projections to holders of Claims or Interests or other parties in interest going forward, or to include such information in documents. In connection with the Disclosure Statement, the Debtors’ management team (“Management”) prepared financial projections (the “Projections”) for the fiscal years 2021 through 2023 (the “Projection Period”). The Projections were prepared by Management and are based on a number of assumptions made by Management with respect to the future performance of the Reorganized Debtors’ operations. No representation or warranty, expressed or implied, is provided in relation to fairness, accuracy, correctness, completeness, or reliability of the information, opinions, or conclusions expressed herein. The Debtors have prepared the Financial Projections based on information available to them. THESE FINANCIAL PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE WITH PUBLISHED GUIDELINES OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS FOR PREPARATION AND PRESENTATION OF PROSPECTIVE FINANCIAL INFORMATION. ALTHOUGH MANAGEMENT HAS PREPARED THE PROJECTIONS IN GOOD FAITH AND BELIEVES THE ASSUMPTIONS TO BE REASONABLE, IT IS IMPORTANT TO NOTE THAT THE DEBTORS OR THE REORGANIZED DEBTORS CAN PROVIDE NO ASSURANCE THAT SUCH ASSUMPTIONS WILL BE REALIZED. AS DESCRIBED IN DETAIL IN THE DISCLOSURE STATEMENT, A VARIETY OF RISK FACTORS COULD AFFECT THE REORGANIZED DEBTORS’ FINANCIAL RESULTS AND MUST BE CONSIDERED. ACCORDINGLY, THE PROJECTIONS SHOULD BE REVIEWED IN CONJUNCTION WITH A REVIEW OF

SMRH:4825-1538-7862.3 -1-

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THE RISK FACTORS SET FORTH IN THE DISCLOSURE STATEMENT AND THE ASSUMPTIONS DESCRIBED HEREIN, INCLUDING ALL RELEVANT QUALIFICATIONS AND FOOTNOTES. The Financial Projections contain certain forward-looking statements, all of which are based on various estimates and assumptions. Such forward looking statements are subject to inherent uncertainties and to a wide variety of significant business, economic, and competitive risks, including those summarized herein. If used in the Financial Projections, the words, “anticipate,” “believe,” “estimate,” “will,” “may,” “intend,” “expect,” and similar expressions should be generally identified as forward-looking statements. Although the Debtors believe that their plans, intentions, and expectations reflected in the forward-looking statements are reasonable, the Debtors cannot be sure that such plans, intentions and expectations will be achieved. These statements are only predictions and are not guarantees of future performance or results. Forward- looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by a forward-looking statement. All forward looking statements attributable to the Debtors or Persons or Entities acting on their behalf are expressly qualified in their entirety by the cautionary statements set forth herein. Forward looking statements speak only as of the date on which they are made. Except as required by law, the Debtors expressly disclaim any obligation to update any forward looking statement, whether because of new information, future events, or otherwise. The Financial Projections should be read in conjunction with the assumptions, qualifications, and explanations set forth in the Disclosure Statement and the Plan in their entirety as well as the notes and assumptions set forth below.

The Financial Projections are subject to inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond Management’s control. Although Management believes these assumptions are reasonable under the circumstances, such assumptions are subject to significant uncertainties, including, but not limited to, those described in the Disclosure Statement. Should one or more of the risks or uncertainties referenced in the Disclosure Statement occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in the Financial Projections. Further, new factors could cause actual results to differ materially from those described in the Financial Projections, and it is not possible to predict all such factors, or to the extent to which any such factor or combination of factors may cause actual results to differ from those contained in the Financial Projections. The Financial Projections herein are not, and must not be viewed as, a representation of fact, prediction or guaranty of the Reorganized Debtors’ future performance.

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Notes to Financial Projections General Assumptions 1. Methodology

The Debtors recently completed a 3-year forecast covering the fiscal years through 2023 (the Debtors operate on a December 31 fiscal year-end). The forecast was developed on an operational basis, rather than a legal entity basis.

2. Presentation

The Projections are presented on a Pro-Forma basis, excluding the income, cash flows, assets and liabilities of the Debtors’ divested markets and including the income, cash flows, assets and liabilities of the Debtors’ acquired markets.

3. Accounting Policies

The Projections have been prepared using accounting policies that are materially consistent with those applied in the Debtors’ historical financial statements and projections. The Projections do not reflect all of the adjustments necessary to implement fresh-start accounting pursuant to ASC 852-10 or ASC 842, as issued by the Financial Accounting Standards Board.

4. Emergence Date

The Financial Projections are based on the assumption the Debtors will emerge from Chapter 11 on or about May 14, 2021 – the assumed Effective Date of the Reorganization Plan. If the Effective Date is significantly delayed, additional expenses, including professional fees, may be incurred and operating results may be negatively impacted.

5. Macroeconomic and Industry Environment

The Financial Projections are reflective of management’s view of the current state of the Broadcast Radio industry. This includes general macroeconomic factors and factors specifically impacting the radio advertising market, projected amount of overall market share, and competitive position within the industry.

6. Operations

The Financial Projections assume the Reorganized Debtors will be able to retain and attract the employees required to execute the business plan. The Debtors continually review the operations, the economic environment and the markets in which they compete to evaluate the potential future profitability of each business segment. The actual

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operations of the Reorganized Debtors, as well as the financial results from operations, could vary significantly from the assumptions used to generate these projections as a result of, among other things, changes to the Reorganized Debtors’ future operations.

7. Other Assumptions

The Financial Projections assume that: (1) there will be no material change in legislation or regulations, or the administration thereof, that will have an unexpected effect on the operations of the Reorganized Debtors; (2) there will be no change in GAAP in the United States that will have a material effect on the reported financial results of the Reorganized Debtors; and (3) the application of fresh-start accounting will not materially change the Reorganized Debtors’ accounting procedures.

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Financial Assumptions and Footnotes Adjusted EBITDA Assumptions 1. Net Revenue

Management assumes a continued steady recovery from the low point in revenue during Q2 2020, which resulted from the COVID-19 pandemic. However, revenue growth is expected to be constrained by the pace of the broader economic recovery as well as the recovery in the radio broadcasting industry. In particular, 2023 revenue is forecast to be $176.7 million, which is 1.1% below 2019 revenue of $178.7 million.

The Debtors’ primary revenue source (approximately 70%) is from local business advertisements aired on its radio stations. Additional significant revenue streams include national advertising, political advertising and digital marketing, among others. Management believes overall revenue sources will recover at similar rates, dependent upon the client segment (e.g., Automotive, Retail, Professional Services, etc.), with the exception of political revenue, which is seasonal based on the election cycle, and digital revenue, which is expected to outpace other revenue sources.

2. Operating Expenses

Operating Expenses were reduced substantially in response to the revenue decline associated with the COVID-19 pandemic. Certain expenses have been or will eventually be restored, such as temporary reductions in pay or travel and entertainment. However, management expects the majority of the expense reductions to be permanent, including reductions-in-force. Total operating expenses, including corporate overhead, are forecast to decline from $140 million in 2019 to $124 million in 2020 before rising gradually as revenue recovers.

The majority of operating expenses are fixed and expected to rise at approximately 2% year-over-year during the Projection Period. Certain expenses, such as sales commissions, are variable and forecasted as a percentage of net revenue, in-line with historical levels.

Free Cash Flow Assumptions 1. Cash Receipts and Cash Expenses

Cash receipts are forecasted as a percentage of the prior quarter’s net sales to account for the Debtors typical cash collection cycle. Cash expenses reflect the operating expenses of the Debtor during the quarter incurred, including corporate overhead expenses.

2. Interest Expense

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Interest includes (i) interest incurred during the duration of the Chapter 11 Cases in connection with the DIP Facility; (ii) interest incurred on existing First-Lien Debt, which is expected to remain in place during and after the Chapter 11 Cases; and (iii) interest payable on account of the Exit Facility in accordance with the Reorganized Debtors’ capital structure. Projected interest expense is presented on a “cash” basis and is not intended to reflect a calculation of interest expense in accordance with GAAP, the reflection of which may vary materially from the amounts presented herein. Interest expense also includes fees related to the servicing of the debt.

3. Taxes

The Reorganized Debtors are expected to be structured as a C-Corporation and, therefore, federal and state cash taxpayers, in fiscal years 2021 and beyond based on the anticipated capital structure and expected earnings resulting from the implementation of the Plan of Reorganization. Management expects the Debtors’ effective tax rate over the Projection Period to be 26%. Depreciation and amortization for tax purposes includes projected amounts following the reorganization transaction and includes an assumption of full bonus depreciation in the first year.

4. Restructuring Charges & Exit Costs

Restructuring Charges & Exit Costs include various fees and expenses incurred by the Debtors in connection with the Chapter 11 Cases, including, among other things, regulatory fees, professional fees, payments under certain key employee retention arrangements and/or plans, transaction-related expenses, satisfaction of all Allowed Claims pursuant to the Plan, including Administrative Claims, Priority Tax Claims, Priority Non-Tax Claims, Other Secured Claims and General Unsecured Claims.

5. Capital Expenditures

The Reorganized Debtors’ projected capital expenditures include maintenance spending that management believes is necessary to achieve the Financial Projections. The projections are generally in line with historical levels and assume no disposition of assets during the Projection Period.

6. 1st Lien Debt Amortization

In accordance with the Plan of Reorganization, the existing 1st Lien Debt will roll over into the new capital structure of the Reorganized Debtors. Principle payments are projected to be made in accordance with the amortization schedule outlined in the Plan of Reorganization, with an amortization holiday post-emergence through the fourth quarter of 2021 and ~$1.5 million of amortization per quarter thereafter, starting in the first

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quarter of 2022. Amortization in the second quarter of 2021 includes a $5 million base pay down of the existing 1st Lien Debt, in accordance with the Plan of Reorganization. Amortization also includes a 50% equity cash flow sweep, starting with the six month period ending December 31, 2021 and subject to a $10 million minimum cash balance for the Company. Starting in 2022, the equity cash flow sweep is tested annually with no minimum cash balance requirement.

7. DIP Facility

The DIP Facility is forecast to be drawn down as needed over the course of the Debtors’ Chapter 11 cases. The final drawdown is expected to be made upon emergence to pay final restructuring and exit costs. In accordance with the Plan of Reorganization, the DIP Facility will roll over into the new capital structure of the Reorganized Debtors as part of the new Second Lien Credit Facility.

8. Exit Facility

The Plan contemplates that all amounts outstanding under the DIP Facility will convert into exit financing upon emergence in the form of a new Second Lien Credit Facility. In addition to the DIP Facility, the new Second Lien Credit Facility will fund an additional $22.5 million upon emergence to ensure adequate go-forward liquidity of the Reorganized Debtors.

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Alpha Media Holdings LLC, et al. Unaudited Consolidated Financial Projections

($ in millions) 2021E 2022E 2023E

Net Revenue $157.3 $171.6 $176.7 % Growth 12.4% 9.1% 3.0%

Less: Operating Expenses (125.8) (129.8) (132.7) BCF $31.5 $41.8 $44.0 % Growth 28.5% 32.7% 5.3% % Margin 20.0% 24.3% 24.9%

Less: Corporate Overhead (9.5) (9.7) (9.9) Less: Adjustments (0.9) (0.9) (0.9) Adj. EBITDA $21.1 $31.2 $33.2 % Growth 32.4% 47.9% 6.5% % Margin 13.4% 18.2% 18.8%

Cash Flow Summary Fiscal Year Ending December 31, ($ in millions) 2021E 2022E 2023E

Cash Receipts $146.3 $166.6 $172.0 (-) Cash Expenses (141.0) (141.5) (143.5) (-) Interest Expense (7.7) (6.6) (5.9) (-) Taxes (1.8) (0.7) (5.1) (-) Restructuring Charges and Exit Costs (17.9) -- -- (-) Capital Expenditures (2.9) (3.0) (3.0) Free Cash Flow Before Debt Amortization ($25.1) $14.8 $14.6

(-) 1st Lien Debt Amortization (5.0) (8.9) (9.1) (+) DIP Facility 15.0 -- -- (+) Exit Facility 17.5 -- -- Change in Cash $2.4 $5.9 $5.5

Beginning Cash Balance $9.7 $12.2 $18.0 (+) Change in Cash 2.4 5.9 5.5 Ending Cash Balance $12.2 $18.0 $23.6

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Exhibit E

Valuation Analysis

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REORGANIZED DEBTORS VALUATION ANALYSIS1

THE VALUATION INFORMATION CONTAINED HEREIN IS NOT A PREDICTION OR GUARANTEE OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN. THIS VALUATION IS PRESENTED SOLELY FOR THE PURPOSE OF PROVIDING ADEQUATE INFORMATION AS REQUIRED BY SECTION 1125 OF THE BANKRUPTCY CODE TO ENABLE THE HOLDERS OF CLAIMS OR INTERESTS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN TO MAKE AN INFORMED JUDGMENT ABOUT THE PLAN AND SHOULD NOT BE USED OR RELIED UPON FOR ANY OTHER PURPOSE, INCLUDING THE PURCHASE OR SALE OF CLAIMS AGAINST OR INTERESTS IN THE DEBTORS.

At the Debtors’ request, Moelis & Company LLC (“Moelis”) performed a valuation analysis of the Reorganized Debtors.

Based upon and subject to the review and analysis described herein, and subject to the assumptions, limitations and qualifications described herein, Moelis’ view, as of January 8, 2021, was that the estimated going concern enterprise value of the Reorganized Debtors, as of an assumed Effective Date for purposes of Moelis’ valuation analysis of May 14, 2021 (the “Assumed Effective Date”), would be in a range between $145 million and $175 million. The midpoint of our enterprise valuation range is $160 million.

Moelis’ views are necessarily based on economic, monetary, market, and other conditions as in effect on, and the information made available to Moelis as of, the date of its analysis. As you are aware, the credit, financial and stock markets have been experiencing unusual volatility, and we express no opinion or view as to any potential effects of such volatility on the Reorganized Debtors. It should be understood that, although subsequent developments may affect Moelis’ views, Moelis does not have any obligation to update, revise, or reaffirm its analysis or its estimate.

Moelis’ analysis is based, at the Debtors’ direction, on a number of assumptions, including, among other assumptions, that (i) the Debtors will be reorganized in accordance with the Plan which will be effective on the Assumed Effective Date, (ii) the Reorganized Debtors will achieve the results set forth in the Debtors’ management’s financial projections attached as Exhibit E to this Disclosure Statement (the “Financial Projections”) for 2020 through 2023 (the “Projection Period”) provided to Moelis by the Debtors, (iii) the Reorganized Debtors’ capitalization and available cash will be as set forth in the Plan and this Disclosure Statement, and (iv) the Reorganized Debtors will be able to obtain all future financings, on the terms and at the times, necessary to achieve the results set forth in the Financial Projections. Moelis makes no representation as to the achievability or reasonableness of such assumptions. In addition, Moelis assumed that there will be no material change in economic, monetary, market, and other conditions as in effect on, and the information made available to Moelis, as of the Assumed

1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Joint Prepackaged Plan of Reorganization of Alpha Media Holdings LLC and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (as altered, amended, modified, or supplemented from time to time, the “Plan”).

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Effective Date.

Moelis assumed, at the Debtors’ direction, that the Financial Projections prepared by the Debtors’ management were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Debtors’ management as to the future financial and operating performance of the Reorganized Debtors. The future results of the Reorganized Debtors are dependent upon various factors, many of which are beyond the control or knowledge of the Debtors, and consequently are inherently difficult to project. The Reorganized Debtors’ actual future results may differ materially (positively or negatively) from the Financial Projections and, as a result, the actual enterprise value of the Reorganized Debtors may be materially higher or lower than the estimated range herein. Among other things, failure to consummate the Plan in a timely manner may have a materially negative impact on the enterprise value of the Reorganized Debtors.

The estimated enterprise value set forth above represents a hypothetical enterprise value of the Reorganized Debtors as the continuing operators of the business and assets of the Debtors, after giving effect to the Plan, based on consideration of certain valuation methodologies as described below. The estimated enterprise value in this section does not purport to constitute an appraisal or necessarily reflect the actual market value that might be realized through a sale or liquidation of the Reorganized Debtors, their securities or their assets, which may be materially higher or lower than the estimated enterprise value range herein. The actual value of an operating business such as the Reorganized Debtors’ business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in various factors affecting the financial condition and prospects of such a business.

In conducting its analysis, Moelis, among other things: (i) reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities, and prospects of the Reorganized Debtors, including the Financial Projections, furnished to Moelis by the Debtors; (ii) conducted discussions with members of senior management and representatives of the Debtors concerning the matters described in clause (i) of this paragraph, as well as their views concerning the Debtors’ business prospects before giving effect to the Plan, and the Reorganized Debtors’ business and prospects after giving effect to the Plan; (iii) reviewed publicly available financial and stock market data for certain other companies in lines of business that Moelis deemed relevant; (iv) reviewed publicly available financial data for certain transactions that Moelis deemed relevant; (v) reviewed a prior draft of the Plan; and (vi) conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate. In connection with its review, Moelis did not assume any responsibility for independent verification of (and did not independently verify) any of the information supplied to, discussed with, or reviewed by Moelis and, with the consent of the Debtors, relied on such information being complete and accurate in all material respects. In addition, at the direction of the Debtors, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance- sheet, tax-related or otherwise) of the Reorganized Debtors, nor was Moelis furnished with any such evaluation or appraisal. Moelis also assumed, with the Debtors’ consent, that the final form of the Plan does not differ in any respect material to its analysis from the final draft that Moelis reviewed.

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The estimated enterprise value in this section does not constitute a recommendation to any Holder of a Claim or Interest as to how such Holder of a Claim or Interest should vote or otherwise act with respect to the Plan. Moelis has not been asked to and does not express any view as to what the trading value of the Reorganized Debtors’ securities would be when issued pursuant to the Plan or the prices at which they may trade in the future. The estimated enterprise value set forth herein does not constitute an opinion as to fairness from a financial point of view to any Holder of a Claim or Interest of the consideration to be received by such Holder of a Claim or Interest under the Plan or of the terms and provisions of the Plan.

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Valuation Methodologies

In preparing its valuation, Moelis performed a variety of financial analyses and considered a variety of factors. The following is a brief summary of the material financial analyses performed by Moelis, which consisted of (a) a discounted cash flow analysis and (b) a selected publicly traded companies analysis. This summary does not purport to be a complete description of the analyses performed and factors considered by Moelis. The preparation of a valuation analysis is a complex analytical process involving various judgmental determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to particular facts and circumstances, and such analyses and judgments are not readily susceptible to summary description. As such, Moelis’ valuation analysis must be considered as a whole. Reliance on only one of the methodologies used, or portions of the analysis performed, could create a misleading or incomplete conclusion as to enterprise value.

In preparing its valuation, Moelis also reviewed and considered selected precedent transactions in the radio broadcasting industry. Moelis decided not to include the selected transactions analysis in its determination of an enterprise value range because, among other reasons, the selected precedent transactions were completed pre-Covid-19.

A. Discounted Cash Flow Analysis. The discounted cash flow (“DCF”) analysis is an enterprise valuation methodology that estimates the value of an asset or business by calculating the estimated present value of expected future cash flows to be generated by that asset or business plus an estimated present value of the estimated terminal value of that asset or business. Moelis calculated estimated debt-free, after-tax free cash flows for the Reorganized Debtors through December 31, 2023 utilizing the Financial Projections. These free cash flows were then discounted using a discount rate (the “Discount Rate”) based on a range of the estimated weighted average cost of capital for the Reorganized Debtors. In determining the estimated terminal value of the Reorganized Debtors, Moelis relied upon the perpetuity growth method which estimates a range of values of the Reorganized Debtors at the end of the Projection Period based on applying a perpetuity growth rate to final year cash flows.

To determine the Discount Rate, Moelis used the estimated cost of equity and the estimated after-tax cost of debt for the Reorganized Debtors, assuming a targeted, long-term, debt-to- total capitalization ratio (based on normalized debt-to-capitalization ratios of the selected publicly traded companies to reflect the impact of the COVID-19 pandemic. Moelis calculated the cost of equity for the Reorganized Debtors based on (i) the capital asset pricing model, which assumes that the expected equity return is a function of the risk-free rate, equity risk premium, and the correlation of the stock performance of the selected publicly traded companies to the return on the broader market, and (ii) an adjustment related to the estimated equity market capitalization of the Reorganized Debtors, which reflects the historical equity risk premium of small, medium, and large equity market capitalization companies. Moelis relied on management guidance in determining a go-forward blended tax rate. Moelis calculated the cost of debt based on the interest rate on new debt for the Debtors post-reorganization. In estimating a range of perpetuity growth rates for its DCF analysis, Moelis utilized a range of rates based on an average of revenue forecasts provided

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by industry research and driven by flat to declining advertising revenue in the radio broadcasting industry.

B. Selected Publicly Traded Companies Analysis. The selected publicly traded companies analysis is based on the enterprise values of selected publicly traded radio broadcasting companies that have operating and financial characteristics comparable in certain respects to the Reorganized Debtors. For example, such characteristics may include similar size of operations, operating margins, growth rates, financial leverage and business model (including radio market presence). Under this methodology, certain financial multiples that measure financial performance and value are calculated for each selected company. Moelis then determined a reference range utilizing such multiples, based on its experience and judgement, which it applied to certain of the Reorganized Debtors’ financial metrics to imply an estimated enterprise value for the Reorganized Debtors. Moelis used, among other measures, enterprise value (defined as market value of equity, plus book value of debt and book value of preferred stock and minority interests, less cash for each selected company as a multiple of such company’s EBITDA based on such company’s publicly available historical and consensus projected EBITDA for fiscal year 2020 and fiscal year 2021. Given the current uncertainty related to shutdowns associated with COVID-19, 2021 forecasts vary significantly by analyst for each respective broadcaster, leading to Moelis’ assessment that the 2021E Adjusted EBITDA trading multiples are less reliable than 2020E trading multiples as an indication of value.

Although the selected companies were used for comparison purposes, no selected publicly traded company is either identical or directly comparable to the business of the Reorganized Debtors. Accordingly, Moelis’ comparison of selected publicly traded companies to the business of the Reorganized Debtors and analysis of the results of such comparisons was not purely mathematical, but instead involved considerations and judgments concerning differences in operating and financial characteristics and other factors that could affect the relative values of the selected publicly traded companies and the Reorganized Debtors. The selection of appropriate companies for this analysis is a matter of judgment and subject to limitations due to sample size and the public availability of meaningful market-based information.

Reorganized Debtors - Valuation Considerations

The estimated enterprise value in this section is not necessarily indicative of actual value, which may be significantly higher or lower than the ranges set forth herein. Accordingly, none of the Debtors, Moelis or any other person assumes responsibility for the accuracy of such estimated enterprise value. Depending on the actual financial results of the Debtors or changes in the economy and the financial markets, the enterprise value of the Reorganized Debtors as of the Assumed Effective Date may differ from the estimated enterprise value set forth herein as of an Assumed Effective Date of May 14, 2021. In addition, the market prices, to the extent there is a market, of Reorganized Debtors’ securities will depend upon, among other things, prevailing interest rates, conditions in the economy and the financial markets, the investment decisions of prepetition creditors receiving such securities under the Plan (some of whom may prefer to

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liquidate their investment rather than hold it on a long-term basis), and other factors that generally influence the prices of securities.

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