SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Focus Media Holding Limited

(Name of Issuer)

Ordinary Shares, par value $0.00005 per share
American Depositary Shares, each representing five Ordinary Shares

(Title of Class of Securities)

G3610R109 (Ordinary Shares)
34415V109 (American Depositary Shares)

(CUSIP Number)

Jason Nanchun Jiang	JJ Media Investment Holding Limited
28-30/F Zhao Feng World Trade Building	28/F Zhao Feng World Trade Building
369 Jiang Su Road, Shanghai 200060, China	369 Jiang Su Road, Shanghai 200060, China
(86) 21-2216-4088	(86) 21-2216-4088

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 7, 2010

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 34415V109 

1	NAMES OF REPORTING PERSONS Jason Nanchun Jiang I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Singapore
		7	SOLE VOTING POWER
NUMBER OF			100,586,135(1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			N/A
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			100,586,135(1)
WITH		10	SHARED DISPOSITIVE POWER
			N/A
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	100,586,135(2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.05%(2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

⁽¹⁾ Includes 100,586,135 ordinary shares held in the name of Citi (Nominees) Limited and beneficially owned by JJ Media Investments Holding Ltd. in the form of ADSs. JJ Media Investments Holding Ltd. is 100%-owned by Jason Nanchun Jiang.

⁽²⁾ Includes collectively, the ordinary shares described in footnote (1)

⁽³⁾ Percentage calculated based on 715,886,975 Ordinary Shares outstanding.

CUSIP No. 34415V109 

1	NAMES OF REPORTING PERSONS JJ Media Investment Holding Limited I.R.S. Identification Nos. of above persons (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
		7	SOLE VOTING POWER
NUMBER OF			100,586,135(4)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			N/A
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			100,586,135 (4)
WITH		10	SHARED DISPOSITIVE POWER
			N/A
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	100,586,135
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.05%(4)(5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁽⁴⁾ Includes 100,586,135 ordinary shares held in the name of Citi (Nominees) Limited and beneficially owned by JJ Media Investments Holding Ltd. in the form of ADSs.

⁽⁵⁾ Percentage calculated based on 715,886,975 Ordinary Shares outstanding.

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURE
EX-99.2
EX-99.3
EX-99.4
EX-99.5
EX-99.7
EX-99.8
EX-99.9
EX-99.11
EX-99.14
EX-99.15
EX-99.16
EX-99.17
EX-99.18
EX-99.19
EX-99.20

     This statement on Schedule 13D is being filed jointly by Jason Nanchun Jiang (“Mr. Jiang”) and JJ Media Investment Holding Limited (“JJ Media”, and together with Mr. Jiang, the “Reporting Persons”) relating to the Ordinary Shares, par value $0.00005 per ordinary share (the “Ordinary Shares”), and American depositary shares, each representing five Ordinary Shares (the “ADSs”) of Focus Media Holding Limited (the “Issuer”), a corporation organized under the laws of the Cayman Islands.

Item 1. Security and Issuer

     This Schedule 13D relates to the Ordinary Shares and the ADSs of the Issuer. The ADSs are listed on the NASDAQ Global Select Market under the symbol “FMCN.” The principal executive offices of the Issuer are located at Unit No. 1, 20^th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.

Item 2. Identity and Background

     Mr. Jiang’s present occupation is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer. The Issuer, a Cayman Islands holding company, operates out-of-home advertising networks using audiovisual digital displays in China through its indirectly wholly-owned operating subsidiaries. The business address of both Mr. Jiang and the Issuer is 28-30/F, Zhao Feng World Trade Building, 369 Jiangsu Road, Shanghai 200050, People’s Republic of China. Mr. Jiang is a citizen of Singapore.

     JJ Media is a British Virgin Islands company whose principal business is making financial investments. The address of its principal office is 28/F Zhao Feng World Trade Building, 369 Jiang Su Road, Shanghai 200060, People’s Republic of China. Mr. Jiang is the sole member and the sole director of JJ Media.

     To the best knowledge of the Reporting Persons, neither of them has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     On September 7, 2010, JJ Media and Mr. Jiang entered into an Underwriting Agreement with the Issuer and Goldman, Sachs & Co., as underwriter, pursuant to which JJ Media agreed to sell 8,100,000 ADSs at a price of $18.90 per ADS under a Registration Statement on Form F-3 (File No. 169249) and a related prospectus supplement (the “Public Offering”). Of the 8,100,000 ADSs sold, 5,300,000 ADSs were purchased by Goldman, Sachs & Co. (the “underwriter”). The remaining 2,800,000 ADSs (“hedge shares”) were purchased by Goldman Sachs International or its affiliate (the “variable price seller”) with a view to offer such ADSs to the public.

     Upon the closing of the Public Offering on September 13, 2010, JJ Media will receive aggregate proceeds of $153,090,000. In connection with the closing of the Public Offering, JJ Media will primarily use the proceeds of the Public Offering to (1) pay in full the Citi Loan of $99,400,000 and (2) purchase the capped call options relating to 10,100,000 ADSs described in Items 5 and 6 hereof.

Item 4. Purpose of Transaction

     All of the Ordinary Shares beneficially owned by Mr. Jiang and JJ Media have been acquired for investment purposes.

     Mr. Jiang currently serves as the Chairman of the Board of Directors of the Issuer. In his capacity as a director, he will participate in, and have the opportunity to vote on, matters that are presented to the Board of Directors of the Issuer, including, without limitation, any extraordinary corporate transactions and material changes to the Issuer’s capitalization, dividend policy, business or corporate structure. Additionally, Mr. Jiang currently serves as the Chief Executive Officer of the Issuer and, in his capacities as such, supervises the overall operations of the Issuer and is responsible for assuring that all directions of the Board of Directors are carried into effect.

     Mr. Jiang and JJ Media may acquire additional securities of the Issuer, or dispose of all or any portion of their securities, in open market or privately negotiated transactions or otherwise, subject to relevant securities laws and regulations and the Issuer’s share trading policy. Any open market or privately negotiated purchases or sales may be made at any time without prior notice.

     Neither Mr. Jiang nor JJ Media has present plans or proposals in the capacity as a shareholder of the Issuer that relate to or that would result in any transaction, event or action specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that Mr. Jiang may, at any time, review or reconsider his position with respect to the Issuer and reserves the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer

     (a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

     As of the date hereof, Mr. Jiang beneficially owns in the aggregate 100,586,135 Ordinary Shares, representing approximately 14.05% of the outstanding Ordinary Shares of the Issuer. Mr. Jiang has sole power to vote and sole power to dispose as to all the 100,586,135 Ordinary Shares he owns.

     As of the date hereof, JJ Media beneficially owns in the aggregate 100,586,135 Ordinary Shares, representing approximately 14.05% of the outstanding Ordinary Shares of the Issuer. JJ Media has sole power to vote and sole power to dispose as to all the 100,586,135 Ordinary Shares it owns.

     (c) (1) Public Offering: On September 7, 2010, JJ Media and Mr. Jiang entered into the Underwriting Agreement described in Item 3 above pursuant to which JJ Media agreed to sell 8,100,000 ADSs at a price of $18.90 per ADS. Of the 8,100,000 ADSs sold, 5,300,000 ADSs were purchased by Goldman, Sachs & Co.. The remaining 2,800,000 ADSs were purchased by Goldman Sachs International or its affiliate (the “variable price seller”) with a view to offer such ADSs to the public.

     (2) Capped Call Options: Concurrent with the pricing of the registered offering pursuant to the Public Offering described above, JJ Media entered into three capped call transaction confirmations (the “Options Agreements”) with the variable price seller pursuant to which, JJ Media purchased call options relating to 10,100,000 ADSs with a hedge reference price of $19.25 per ADS. The capped call options under the Options Agreements are divided into a number of components with different expiration dates. Upon the expiration of each component, JJ Media will have the right to receive an amount in cash representing any excess of the lesser of the agreed-upon cap price and the volume-weighted average price of the ADSs for the applicable expiration date over the agreed-upon strike price for the capped call transaction. The cash amount receivable by JJ Media pursuant to the Options Agreements is subject to certain anti-dilution and other adjustments and modifications, including, without limitation, adjustments to the number of capped call options upon the occurrence of certain corporate events involving the Issuer or the ADSs. Such cash amount (in the aggregate for all components) will be paid by the variable price seller to JJ Media on the third business day following the expiration date for the last component.

     (3) Swap: On September 7, 2010, JJ Media entered into a share swap transaction confirmation (the “Swap Agreement”) with GSI, with a maturity date on or about October 28, 2010, pursuant to which variable price seller acquired “long” exposure, and JJ Media acquired “short” exposure, to 2,000,000 ADSs. The notional amount of the swap is based on such number of ADSs and an initial price of USD18.90 per ADS. Under a pledge and security agreement (the “Pledge Agreement”), JJ Media has pledged 2,000,000 ADSs (the “Pledged Shares”) to secure its obligations under the Swap Agreement. JJ Media will retain voting rights and rights to ordinary dividends under the Pledged Shares during the term of the pledge. The swap transaction will be cash-settled. Upon settlement, JJ Media will pay the variable price seller a fee on the notional amount at the USD Federal Funds Rate, and the variable price seller will pay JJ Media the difference between the average of the volume-weighted average price of the ADSs over the valuation period and the initial price. Upon settlement, the Pledged Shares will be released and returned to JJ Media.

     (4) Guaranty: On September 7, 2010, Mr. Jason Nanchun Jiang entered into a Guaranty (the “Guaranty”) in favor of GSI. The Guaranty was entered into to guarantee the payment of all amounts, and the performance of all obligations, by JJ Media under the Capped Call Options, Swap and the other transaction documents relating to the Capped Call Options and Swap.

     (5) 10b5-1 Plan: Concurrent with the pricing of the Public Offering, JJ Media entered into a share sale plan (the “Sales Plan”) in reliance on Rule 144 under the Securities Act and Rule 10b5-1 under the Exchange Act with a broker-dealer affiliate of GSI (the “Seller”). Under the Sales Plan, the Seller will sell on behalf of JJ Media up to a maximum of 2,000,000 ADSs subject to the conditions and terms of the Sales Plan. The dates of the sales under the Sales Plan are intended to coincide with the valuation period under the Swap Agreement.

     Forms of the Underwriting Agreement, Options Agreements, Pledge Agreement, Swap Agreement, Guaranty and 10b5-1 Plan are attached as Exhibits 13, 14, 15, 16, 17 and 18, respectively, and are incorporated herein by reference.

     (d) Not applicable.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     Subscription for Shares in 2009 and Related Loan Arrangements

     On September 23, 2009, JJ Media and the Issuer entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Issuer issued and sold to JJ Media, and JJ Media subscribed for and purchased, 75,000,000 Ordinary Shares of the Issuer at a subscription price of US$1.899 per share (equivalent to US$9.495 per ADS). The aggregate subscription price was US$142,425,000. The issuance was completed on November 19, 2009.

     JJ Media’s subscription was funded with the proceeds from a loan with a principal amount of US$142,000,000 (the “Citi Loan”) made by Citibank, N.A. (the “Initial Lender”) under a margin loan agreement, dated as of November 13, 2009 (the “Citi Loan Agreement”), among JJ Media, the Lender, Citibank, N.A., as administrative agent, and Citibank, N.A., as collateral agent (the “Citi Collateral Agent”), of which US$138,000,000 was drawn down, and through JJ Media’s personal funds. On December 9, 2009, pursuant to an agreement among JJ Media, the Initial Lender, and Nomura Securities International, Inc. (“Nomura”), the Initial Lender agreed to reduce its lending commitment by US$42,600,000 and Nomura agreed to take up that portion of the commitment (the “Nomura Loan”). Nomura’s US$42,600,000 commitment is set forth in a separate margin loan agreement, dated as of December 9, 2009 (the “Nomura Loan Agreement”, and together with the Citi Loan Agreement, the “Loan Agreements”), among JJ Media and Nomura, as lender (the “Nomura Lender”), administrative agent and collateral agent (the “Nomura Collateral Agent”).

     Pursuant to a security agreement, dated as of November 19, 2009 (the “Citi Security Agreement”), between JJ Media and the Citi Collateral Agent, JJ Media pledged and granted a security interest in 141,086,135 Focus Media ordinary shares in the form of ADSs to the Citi Collateral Agent to secure its obligation under the Citi Loan Agreement. Pursuant to a personal guarantee, dated as of November 19, 2009 (the “Citi Personal Guarantee”), Mr. Jiang, as guarantor, agreed to guarantee the payment of all amounts, and the performance of all of JJ Media’s obligations, under the Citi Loan Agreement and the other loan documents. In addition, JJ Media issued a note, dated as of November 19, 2009 (the “Citi Note”), promising to pay to the Initial Lender on the maturity date the principal sum of the Citi Loan or, if less, the aggregate principal amount outstanding of the Loan made by the Lender under the Loan Agreement. On December 9, 2009, in connection with the assumption by Nomura of US$42,600,000 of the Citi Loan (of which 41,400,000 had been drawn down), JJ Media entered into an additional set of documents with Nomura, including a security agreement, personal guarantee and note, substantially similar to those described above with regard to the US$42,600,000 portion of the loan and 42,325,835 Focus Media ordinary shares in the form of ADSs portion of the collateral that are the subject of the Nomura Loan Agreement.

     In order to perfect the security interest of the Citi Collateral Agent, JJ Media entered into a control agreement, dated as of November 19, 2009 (the “Citi Control Agreement”), with the Citi Collateral Agent and Citigroup Global Markets Inc. (“CGMI”), placing 13,217,227 Unrestricted ADSs (representing 66,086,135 Focus Media ordinary shares), issued by Citibank N.A., as depositary, into the account of CGMI as collateral under the Citi Loan and having CGMI hold 15,000,000 Restricted ADS (representing 75,000,000 Focus Media ordinary shares), issued by Citibank N.A., as depositary, for the Citi Collateral Agent as collateral under the Citi Loan. On December 9, 2009, JJ Media entered into a substantially similar control agreement with Nomura, placing 3,965,167 of the Unrestricted ADSs (representing 19,825,835 Focus Media ordinary shares) into the account of Nomura as collateral agent under the Nomura Loan and having Nomura hold 4,500,000 of the Restricted ADSs (representing 22,500,000 Focus Media ordinary shares) as collateral under the Nomura Loan.

     Public Offering, Capped Call Options, Swap, Pledge, Guaranty and Sales Plan

     The information contained Item 5(c) to this Schedule 13D is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit Number	Description of Exhibits
1.	Subscription Agreement, dated as of September 23, 2009, between JJ Media and the Issuer†
2.	Margin Loan Agreement, dated as of November 13, 2009, among JJ Media, the Initial Lender, Citibank, N.A., as administrative agent, and the Citi Collateral Agent*
3.	Security Agreement, dated as of November 19, 2009, between JJ Media and the Citi Collateral Agent*
4.	Control Agreement, dated as of November 19, 2009, among JJ Media, the Citi Collateral Agent and Citigroup Global Markets Inc.
5.	Note, dated as of November 19, 2009, issued by JJ Media
6.	Personal Guaranty of Jason Nanchun Jiang, dated as of November 19, 2009†
7.	The Agreement, dated as of December 9, 2009, among JJ Media, the Initial Lender and Nomura
8.	Margin Loan Agreement, dated as of December 9, 2009, among JJ Media and Nomura as lender, administrative agent, and collateral agent*
9.	Security Agreement, dated as of December 9, 2009, between JJ Media and the Nomura Collateral Agent*
10.	Control Agreement, dated as of December 9, 2009, among JJ Media and Nomura, as collateral agent and intermediary†
11.	Nomura Note, dated as of December 9, 2009, issued by JJ Media
12.	Nomura Personal Guaranty of Jason Nanchun Jiang, dated as of December 9, 2009†
13.	Underwriting Agreement, dated as of September 7, 2010, among the Issuer, JJ Media, Jason Nanchun Jiang and Goldman, Sachs & Co. ††
14.	Capped Call Transaction Master Confirmation, dated September 7, 2010, between Goldman Sachs International and JJ Media*
15.	Confirmations 1, 2 and 3, each dated September 7, 2010, between Goldman Sachs International and JJ Media*
16.	Swap Confirmation, dated September 7, 2010, between Goldman Sachs International and JJ Media
17.	Supplemental Swap Confirmation, dated September 7, 2010, between Goldman Sachs International and JJ Media*
18.	Pledge and Security Agreement, dated as of September 7, 2010, between JJ Media and Goldman Sachs International
19.	Guaranty, dated as of September 7, 2010, between Jason Nanchun Jiang and Goldman Sachs International
20.	Sales Plan, dated as of September 7, 2010, between JJ Media and Goldman, Sachs & Co, and acknowledged by the Issuer

*	Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.
†	Previously filed with Schedule 13D of JJ Media and Mr. Jiang, dated February 5, 2010.
††	Incorporated by reference from Exhibit 1.1 included in the Form 6-K, dated September 8, 2010.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

/s/ Jason Nanchun Jiang
Jason Nanchun Jiang
JJ MEDIA INVESTMENTS HOLDING LTD.
By:	/s/ Jason Nanchun Jiang
Name:	Jason Nanchun Jiang
Title:	Chairman

EX-99.2

Exhibit 99.2

EXECUTION COPY

MARGIN LOAN AGREEMENT

Dated as of November 13, 2009

among

JJ MEDIA INVESTMENT HOLDING LIMITED,

VARIOUS LENDERS

and

CITIBANK, N.A.,
as a Lender, Administrative Agent and Collateral Agent

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

TABLE OF CONTENTS

Section		Page
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
1.01.	Defined Terms		1
1.02.	Other Interpretive Provisions		13
1.03.	Accounting Terms		14
1.04.	Times of Day		14
ARTICLE II. THE COMMITMENT AND LOANS
2.01.	Loans		14
2.02.	Borrowing of the Loans		14
2.03.	Prepayments		15
2.04.	Repayment of the Loans		16
2.05.	Interest		16
2.06.	Computations		16
2.07.	Evidence of Debt		16
2.08.	Payments Generally		17
2.09.	Sharing of Payments, Etc		18
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
3.01.	Taxes		18
3.02.	Illegality		19
3.03.	Increased Costs; Reserves		19
3.04.	Compensation for Losses		20
3.05.	Mitigation Obligations		21
3.06.	Survival		21
ARTICLE IV. CONDITIONS PRECEDENT TO THE LOANS
4.01.	Conditions of Initial Loan		21
4.02.	Conditions to All Loans		23
ARTICLE V. REPRESENTATIONS AND WARRANTIES
5.01.	Existence, Qualification and Power; Compliance with Laws		24
5.02.	Authorization; No Contravention		24
5.03.	Binding Effect		24
5.04.	Financial Statements; No Material Adverse Effect		24
5.05.	Disclosure		25
5.06.	Litigation		25

i

TABLE OF CONTENTS

Section		Page
5.07.	No Default		25
5.08.	Compliance with Laws		25
5.09.	Taxes		25
5.10.	Assets; Liens		26
5.11.	Governmental Authorization; Other Consents		26
5.12.	Reserved		26
5.13.	Reserved		26
5.14.	Reserved		26
5.15.	Margin Regulations; Investment Company Act		26
5.16.	Reserved		26
5.17.	Subsidiaries; Equity Interests		26
5.18.	Reserved		26
5.19.	Solvency		26
5.20.	Trading and Other Restrictions		26
ARTICLE VI. AFFIRMATIVE COVENANTS
6.01.	Financial Statements		27
6.02.	Certificates; Other Information		27
6.03.	Notices		28
6.04.	Payment of Obligations		28
6.05.	Preservation of Existence, Etc		28
6.06.	Maintenance of Properties		28
6.07.	Reserved		28
6.08.	Compliance with Laws and Material Contracts		28
6.09.	Books and Records		29
6.10.	Use of Proceeds		29
6.11.	Visitation Rights		29
6.12.	Further Assurances		29
ARTICLE VII. NEGATIVE COVENANTS
7.01.	Liens		29
7.02.	Reserved		29
7.03.	Fundamental Changes		30
7.04.	Dispositions		30
7.05.	Reserved		30
7.06.	Change in Activity		30
7.07.	Transactions with Affiliates		30
7.08.	Reserved		30
7.09.	No Subsidiaries		30
7.10.	Collateral		30

ii

TABLE OF CONTENTS

Section		Page
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
8.01.	Events of Default		30
8.02.	Remedies Upon Event of Default		33
8.03.	Application of Funds		33
ARTICLE IX. AGENTS
9.01.	Authorization and Authority		33
9.02.	Agent Individually		34
9.03.	Duties of the Agents; Exculpatory Provisions		35
9.04.	Reliance by Agent		36
9.05.	Delegation of Duties		36
9.06.	Resignation of Agent		36
9.07.	Non-Reliance on the Agents and Other Lenders		37
9.08.	Collateral Documents and Personal Guaranty		38
ARTICLE X. MISCELLANEOUS
10.01.	Amendments, Etc		38
10.02.	Notices; Effectiveness; Electronic Communication		39
10.03.	No Waiver; Cumulative Remedies		40
10.04.	Expenses; Indemnity; Damage Waiver		40
10.05.	Payments Set Aside		42
10.06.	Successors and Assigns		42
10.07.	Confidentiality		43
10.08.	Right of Setoff		44
10.09.	Interest Rate Limitation		44
10.10.	Counterparts; Integration; Effectiveness		44
10.11.	Survival of Representations and Warranties		45
10.12.	Severability		45
10.13.	Governing Law; Jurisdiction; Etc		45
10.14.	Waiver of Jury Trial		46
10.15.	Judgment		46
10.16.	USA Patriot Act Notice		47
10.17.	Bankruptcy Code		47
SIGNATURES			S-1

iii

SCHEDULES

10.02  Addresses for Notices

EXHIBITS

Form of

A	Loan Notice
B	Note
C	Compliance Certificate
D	Security Agreement
E	Issuer Consent Letter
F	Personal Guaranty
G	Waiver Letter

iv

MARGIN LOAN AGREEMENT

     This MARGIN LOAN AGREEMENT (“Agreement”) is entered into as of November 13, 2009 by and among JJ MEDIA INVESTMENT HOLDING LIMITED, a British Virgin Islands company (the “Borrower”), the Lenders party hereto and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), as Collateral Agent (in such capacity, the “Collateral Agent”) and as a Lender.

     The Borrower has requested that the Lenders provide a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

     In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

     1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

     “Activities” has the meaning specified in Section 9.02(b).

     “Administrative Agent” has the meaning specified in the introductory paragraph hereto.

     “ADS” means the American Depositary Shares of the Company.

     “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

     “Agent” means each of the Administrative Agent and the Collateral Agent.

     “Agent Account” means the account of the Administrative Agent specified in Schedule 10.02 or such other account of the Administrative Agent as is designated in writing from time to time by the Agent to the Borrower and the Lenders for such purpose.

     “Agent’s Group” has the meaning specified in Section 9.02(b).

     “Agreement” has the meaning specified in the introductory paragraph hereto.

     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of any Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that

would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

     “Availability Period” means the period from and including the Closing Date to the earlier of (a) the Business Day immediately preceding the Maturity Date and (b) the date of the termination of the Commitments.

     “Banking Day” means any day, except a Saturday, Sunday or other day on which commercial banks in New York are required by Law to close, which is also a day on which commercial banks are open for international business (including dealing in Dollar deposits) in London.

     “Bankruptcy Code” means the United States Bankruptcy Code.

     “Borrower” has the meaning specified in the introductory paragraph hereto.

     “Borrower Financial Statements” means (a) initially, (i) the most recent account statements of the Borrower with respect to each asset owned by the Borrower and (ii) a certificate of a Responsible Officer, dated as of the Closing Date, (A) certifying that the aforementioned account statements are true, correct and complete and that the Borrower has no other assets other than those evidenced by such account statements and (B) containing a list of all Indebtedness, tax liabilities and/or commitments of the Borrower, a description of the material terms of each item on such list (including the amount of any liability thereunder, whether contingent, direct or otherwise, the due date for each such liability, the total unfunded commitment, if any, and the rate of interest, if any, applicable thereto) and a certification that such list is true, correct and complete and that the Borrower has no other Indebtedness, tax liabilities or commitments other than those set forth on such list and (b) from and after the end of the first fiscal quarter of the Borrower following the Closing Date, the documents required to be provided pursuant to Section 6.01.

     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to close under the Laws of, or are in fact closed, in New York.

     “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of Law) by any Governmental Authority.

     “Change of Control” means any change or event that results in the Guarantor ceasing to directly or indirectly own and control of record and beneficially at least 100% of the Equity Interests of the Borrower.

     “Citibank” means Citibank, N.A.

     “Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived by the Lenders in accordance with Section 10.01.

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     “Closing Price” means, as of any date of determination, the closing price of one ADS on the NASDAQ Global Market on such day (or if such day is not an Exchange Day, the immediately preceding Exchange Day).

     “Code” means the Internal Revenue Code of 1986.

     “Collateral” means any and all “Collateral”, as defined in any Collateral Document.

     “Collateral Agent” has the meaning specified in the introductory paragraph hereto.

     “Collateral Documents” means the Security Agreement, the Control Agreement (as defined in the Security Agreement) and any additional pledges or security agreements required to be delivered pursuant to the Loan Documents and any instruments of assignment or other instruments or agreements executed pursuant to the foregoing.

     “Collateral Requirement” means on any date the requirement that:

     (a) the Administrative Agent shall have received from the Borrower counterparts of the Security Agreement duly executed and delivered on behalf of the Borrower;

     (b) all documents and instruments, including UCC financing statements, required by Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Collateral Documents and perfect or record such Liens to the extent, and with the priority, required by the Security Agreement, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording;

     (c) the Borrower shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of all Collateral Documents to which it is a party, the performance of its obligations thereunder and the granting of the Liens granted by it thereunder;

     (d) the Borrower shall have taken all other action required to be taken by the Borrower under the Collateral Documents to perfect, register and/or record the Liens granted by it thereunder; and

     (e) the Borrower shall be in compliance with Section 3 of the Security Agreement.

     “Collateral Shortfall” means, on any date of determination, that the LTV Ratio is greater than (a) [***], if such date of determination is on or prior to the date that is 90 days after the Closing Date, (b) [***], if such date of determination is more than 90 days after the Closing Date but on or prior to the date that is 180 days after the Closing Date or (c) [***], if such date of determination is more than 180 days after the Closing Date.

     “Collateral Value” means, as of any date of determination, an amount equal to the product of the Closing Price for such date and the number of the Pledgor’s ADS.

     “Commitment” means, as to any Lender and as of any date of determination, the obligation of such Lender to make advances to the Borrower pursuant to Section 2.01 in (a)

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initially, the Dollar amount set forth opposite such Lender’s name on the signature pages hereof and (b) thereafter, the Dollar amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 2.07(b), as such amount may be adjusted from time to time pursuant to the terms of this Agreement.

     “Communications” has the meaning specified in Section 10.02(c).

     “Company” means Focus Media Holding Limited.

     “Compliance Certificate” means a certificate substantially in the form of Exhibit C.

     “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

     “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

     “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

     “Deposit Agreement” means the Amended and Restated Deposit Agreement, dated as of April 9, 2007, between the Company, Citibank, as depositary, and the holders and beneficial owners of American Depositary Shares issued thereunder.

     “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith or any Equity Interests held by such Person.

     “Dollar” and “$” mean lawful money of the United States.

     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of any Lender; (c) an Approved Fund; and (d) any other Person approved by the Borrower (such approval not to be unreasonably withheld or delayed); provided that no such approval shall be required if a Default has occurred and is continuing; and provided, further, that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates.

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     “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

     “Event of Default” has the meaning specified in Section 8.01.

     “Exchange Act” means the Securities Exchange Act of 1934.

     “Exchange Day” means any day the NASDAQ Global Market is open for business.

     “Excluded Taxes” means, with respect to a Lender, an Agent or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by such recipient’s overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located by reason of a connection between such recipient and such taxing jurisdiction other than entering into this Agreement and receiving payments hereunder.

     “Floating Rate” means, with respect to an Interest Period for a Loan, a per annum rate equal to the applicable LIBOR plus 6.70%.

     “FRB” means the Board of Governors of the Federal Reserve System of the United States.

     “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

     “GAAP” means generally accepted accounting principles in the United States that are applicable to the circumstances as of the date of determination, consistently applied.

     “Governmental Authority” means, with respect to any Person, the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies) having jurisdiction or authority over such Person.

     “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any indebtedness or other

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obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such indebtedness or other obligation of the payment or performance of such indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any indebtedness or other obligation of any other Person, whether or not such indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

     “Guarantor” means Jason Nanchun Jiang.

     “Hong Kong Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to close under the Laws of, or are in fact closed, in Hong Kong.

     “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

     (c) net obligations of such Person under any Swap Contract;

     (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 30 days after the date on which such trade account payable was created);

     (e) indebtedness secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

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     (f) capital leases and Synthetic Lease Obligations;

     (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

     (h) all Guarantees of such Person in respect of any of the foregoing.

     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

     “Indemnified Taxes” means Taxes other than Excluded Taxes.

     “Indemnitees” has the meaning specified in Section 10.04(b).

     “Information” has the meaning specified in Section 10.07.

     “Interest Payment Date” means (i) each day numerically corresponding to the Closing Date in the third, sixth and ninth month after the month in which the Closing Date occurs and (ii) the Maturity Date.

     “Interest Period” means, with respect to a Loan, (i) in the case of the initial Interest Period for such Loan, the period commencing on the date such Loan is made and ending on the next succeeding Interest Payment Date and (ii) in the case of any subsequent Interest Period for such Loan, the period commencing on the last day of the next preceding Interest Period and ending on the next succeeding Interest Payment Date.

     “Issuer Consent Letter” means a letter executed by the Company and the Borrower, dated as of the date hereof and substantially in the form of Exhibit E.

     “Laws” means, with respect to any Person, collectively, all international, foreign, U.S. federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof applicable to such Person, and all applicable administrative orders, directed duties, requests, licenses, authorizations, requirements and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

     “Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to Section 10.06.

     “Lender Appointment Period” has the meaning specified in Section 9.06.

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     “Letter Agreement” means that certain letter agreement, dated on or prior to the Closing Date, between the Company and Citibank related to the establishment of the procedures referred to in Section 2.13 of the Deposit Agreement.

     “LIBOR” means, with respect to any Interest Period for a Loan (or other period determined by the Administrative Agent with respect to any overdue amount), the per annum rate as determined by the Administrative Agent for deposits in Dollars for a term coextensive with such Interest Period (or other period) and for an amount substantially equal to the then outstanding principal amount of the applicable Loan which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two Banking Days preceding the first day of such Interest Period (or other period). For purposes of the preceding sentence, LIBOR for any Interest Period (or other period) of a length for which rates do not appear on Telerate Page 3750 shall be determined by the Administrative Agent through the use of straight line interpolation by reference to two LIBOR rates appearing on Telerate Page 3750, one of which shall be the rate for the period of time next shorter than the length of the Interest Period (or other period) and the other of which shall be the rate for the period of time next longer than the length of the Interest Period (or other period). If no such rate appears on Telerate Page 3750, LIBOR shall mean the per annum rate, determined on the basis of the rates at which deposits in Dollars for a term coextensive with such Interest Period (or other period) and in an amount approximately equal to the then outstanding principal amount of the applicable Loan or overdue amount are offered by four major banks in the London interbank market, selected by the Administrative Agent, at approximately 11:00 a.m., London time, on the day that is two Banking Days preceding the first day of such Interest Period (or other period). If at least two such quotations are provided, LIBOR for such Interest Period (or other period) shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, LIBOR for such Interest Period (or other period) shall be the arithmetic mean of the per annum rates quoted by major banks in New York City, selected by the Administrative Agent, at approximately 11:00 a.m., New York City time, on such day for loans in Dollars to leading European banks for a term coextensive with such Interest Period (or other period) and in an amount approximately equal to the then outstanding principal amount of the applicable Loan or overdue amount. If such rate is not available at such time for any reason, then the rate for that Interest Period (or other period) will be determined by such alternate method as reasonably selected by the Administrative Agent. The then outstanding principal amount of the initial Loan for its initial Interest Period shall be deemed to be equal to the principal amount requested in the initial Loan Notice.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

     “Loan” has the meaning specified in Section 2.01.

     “Loan Documents” means this Agreement, each Note, the Personal Guaranty and the Collateral Documents.

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     “Loan Notice” means a notice of the borrowing pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A.

     “Loan Parties” means, collectively, the Borrower and the Guarantor.

     “LTV Ratio” means, as of any date of determination, the percentage determined by dividing (a) the sum of (i) the aggregate principal amount of all Loans then outstanding, (ii) all accrued and unpaid interest thereon and (iii) all other monetary Obligations then outstanding by (b) the Collateral Value as of such date.

     “Make-Whole Amount” means, with respect to any voluntary prepayment of a Loan by the Borrower pursuant to Section 2.03(a), an amount equal to the product of (a) the principal amount of such Loan being prepaid in connection with such voluntary prepayment, (b) 6.70% and (c) 120/360.

     “Margin Stock” has the meaning given to such term in Regulation U promulgated by the FRB.

     “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document; or (d) a material adverse effect on the value of the Collateral or the ability of the Collateral Agent, on behalf of the Secured Parties, or any Lender to exercise its remedies at the times and in the manner contemplated by the Security Agreement.

     “Material Contract” means any Contractual Obligation to which the Borrower is a party (other than the Loan Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

     “Maturity Date” means a day, which is the one-year anniversary of the Closing Date (or, if such day is not a Business Day, the immediately preceding Business Day).

     “Note” means a promissory note made by the Borrower in favor of a Lender evidencing such Lender’s Ratable Share of the aggregate indebtedness of the Borrower resulting from the Loans, substantially in the form of Exhibit B.

     “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to the Loans, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

     “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents

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with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, each certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

     “Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

     “Participant” has the meaning specified in Section 10.06(c).

     “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

     “Personal Guaranty” means a personal guaranty executed by the Guarantor guaranteeing the Obligations, dated as of the date hereof and substantially in the form of Exhibit F hereto.

     “Platform” has the meaning specified in Section 10.02(c).

     “Pledgor’s ADS” has the meaning specified in the Security Agreement.

     “Ratable Share” of any amount means, with respect to any Lender at any time, the product of (a) a fraction the numerator of which is the amount of such Lender’s Commitment at such time and the denominator of which is the aggregate Commitments of all Lenders at such time and (b) such amount.

     “Register” has the meaning specified in Section 2.07(b).

     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

     “Relative ADTV” means, as of any date of determination, a number equal to (a) the arithmetic average of the daily turnover of the ADS for each Exchange Day in the three months prior to such date (determined by using the daily turnover number displayed by Bloomberg using the function “FMCN” [Equity], [Go], [HP] for each such Exchange Day) divided by (b) the arithmetic average of the daily turnover of the Standard and Poor’s S&P 500 Index for each Exchange Day in the three months prior to such date (determined by using the daily turnover number displayed by Bloomberg using the function “SPX” [Index], [Go], [HP] for each such Exchange Day).

     “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or director of the Borrower. Any document delivered

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hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

     “Required Lenders” means at any time Lenders owed at least 51% of the then aggregate outstanding principal amount of the Loans or, if no such principal amount is outstanding, Lenders having at least 51% of the amount of the Commitments.

     “Restricted ADS” means any Pledgor’s ADS that are Restricted ADS (as defined in the Deposit Agreement).

     “Restricted Payment” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof).

     “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.

     “SEC” means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

     “Secured Party” has the meaning specified in the Security Agreement.

     “Securities Act” means the Securities Act of 1933.

     “Securities Laws” means the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be in effect on any applicable date hereunder.

     “Security Agreement” means the Security Agreement to be executed by the Borrower substantially in the form of Exhibit D.

     “Solvent” means, with respect to any Person, that as of any date of determination, both (a) (i) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets; (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the projections delivered to the Administrative Agent or with respect to any transaction contemplated or undertaken after the Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe (or reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the

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facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

     “Subscription Agreement” means the subscription agreement, dated as of September 23, 2009, between the Borrower and the Company relating to the Subscription Shares.

     “Subscription Shares” has the meaning set forth in Section 4.01(a)(xvii).

     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender, an Agent or any Affiliate of the foregoing).

     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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     “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

     “Threshold Amount” means $[***].

     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

     “United States” and “U.S.” mean the United States of America.

     “Unrestricted ADS” means, as of any date of determination, the Pledgor’s ADS that are not Restricted ADS.

     “Unused Commitment” means, as to any such Lender at any time, the amount of such Lender’s Commitment at such time minus such Lender’s Ratable Share of the aggregate principal amount of all Loans previously made (whether or not outstanding).

     “Waiver Letter” means the waiver letter, dated on or prior to the Closing Date, between the Borrower and the Company related to the Subscription Agreement in the form of Exhibit G.

     1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

          (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document) in accordance with the terms hereof and thereof, (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise specified, refer to such Law as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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          (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

          (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

     1.03. Accounting Terms.

          (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, except as otherwise specifically prescribed herein.

          (b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Borrower, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Administrative Agent); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and/or the Lenders, as applicable, financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

     1.04. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable) in the United States.

ARTICLE II.
THE COMMITMENT AND LOANS

     2.01. Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make its Ratable Share of each loan (each, a “Loan”) to the Borrower, from time to time, on any Business Day during the Availability Period, in an amount not to exceed such Lender’s Unused Commitment. Any Loan, or a portion thereof, once repaid may not be reborrowed.

     2.02. Borrowing of the Loans.

          (a) Each borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent as provided herein. The aggregate principal amount requested to be borrowed at any one time must be greater than or equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Unless waived by the Lenders, such notice must be received by the Administrative Agent not later than 11:00 a.m. one Business Day, in the case of the initial notice, or three Business Days, in the case of any other notice, prior to the requested date of the

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borrowing. Each such notice shall be in the form of a Loan Notice which, among other things, shall specify (i) the requested date of the borrowing (which shall be a Business Day) and (ii) the principal amount of the Loan to be borrowed.

          (b) Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if a borrowing is the initial Loan, Section 4.01), the Lenders shall make the proceeds of each Loan available to the Administrative Agent who shall either (i) credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) transfer by wire transfer such proceeds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

          (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for a Loan upon determination of such interest rate.

     2.03. Prepayments.

          (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay any Loan in whole or in part in an amount equal to the sum of (a) the principal amount of the Loan being prepaid, (b) the applicable Make-Whole Amount and (c) the amount determined in accordance with Section 2.03(c); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., three Business Days prior to any date of prepayment, (ii) any prepayment shall be in an aggregate principal amount of at least $1,000,000 or, if less, the entire aggregate principal amount of the Loans then outstanding, (iii) no Default or Event of Default would occur after giving effect to such voluntary prepayment and (iv) the LTV Ratio, immediately after giving effect to such prepayment, would be equal to or less than [***]. Each such notice shall be irrevocable and shall specify the date of such prepayment, the amount of principal being prepaid and the applicable prepayment amount. The Borrower shall make such prepayment (which prepayment may be made, in whole or in part, by the Borrower instructing the Collateral Agent pursuant to Section 3(g) of the Security Agreement to deposit sale proceeds with respect to the Pledgor’s ADS sold for the purpose of making such prepayment on deposit in the Collateral Account into the Agent Account on the Borrower’s behalf) and the related prepayment amount specified in such notice shall be due and payable on the date specified therein.

          (b) Not later than the close of business on the second Hong Kong Business Day immediately after receipt of notice from the Administrative Agent of the occurrence of a Collateral Shortfall, the Borrower shall prepay the Loans then outstanding in an amount sufficient to cause the LTV Ratio, immediately after giving effect to such prepayment, to be equal to or less than [***].

          (c) Each prepayment pursuant this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04.

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     2.04. Repayment of the Loans. The Borrower shall repay to the Administrative Agent on the Maturity Date for the ratable account of the Lenders the aggregate principal amount of the Loans outstanding on such date together with all accrued interest thereon.

     2.05. Interest.

          (a) Subject to the provisions of subsection (b) below, (i) each Loan shall bear interest on the outstanding principal amount thereof for each Interest Period from the first day of such period to the last day thereof at a rate per annum equal to the applicable Floating Rate for such Interest Period.

          (b) (i) If any amount payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, to the fullest extent permitted by applicable Laws, such amount shall thereafter bear interest at a rate per annum equal to the sum of (i) the Floating Rate applicable to such amount and (ii) 2.0% for each day until such amount and any interest thereon is paid in full.

     (ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

     (c) Except as expressly provided herein, accrued interest on each Loan shall be payable in arrears on each Interest Payment Date. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

     2.06. Computations. All computations of interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Interest shall accrue on a Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.08(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate hereunder and any other calculation or determination made hereunder by an Agent shall be conclusive and binding for all purposes, absent manifest error. Any Interest Period stated to end on a day numerically corresponding to a given day in a specified month thereafter shall, if there is no corresponding day, end on the last Business Day of such month.

     2.07. Evidence of Debt.

          (a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations to such Lender, including the portion of each Loan made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Obligations owed to such Lender in respect of the Loans; provided further that, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

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          (b) Register. The Administrative Agent shall maintain a register for the recordation of the names and addresses of Lenders and each Lender’s Ratable Share of each Loan from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record in the Register each Loan, and each repayment or prepayment in respect of the principal amount thereof, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that, failure to make any such recordation, or any error in such recordation, shall not affect any Obligations.

          (c) Notes. With respect to each Loan, upon the request of a Lender, the Borrower shall execute and deliver to the Lender a Note (with a copy to the Administrative Agent), which shall evidence such Lender’s Ratable Share of such Loan in addition to the foregoing accounts or records. A Lender may attach schedules to a Note and endorse thereon the date, amount and maturity of its Ratable Share of the related Loan and payments with respect thereto.

     2.08. Payments Generally.

          (a) All payments to be made by or on account of any obligation of the Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by or on account of any obligation of the Borrower hereunder shall be made to the Administrative Agent at the Agent Account in Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. All payments received by the Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest shall continue to accrue.

          (b) Except to the extent otherwise provided herein, the Loans, each payment or prepayment of principal of the Loans, and each payment of interest on the Loans, shall be allocated among the Lenders pro rata in accordance with their Ratable Shares. The Administrative Agent agrees to forward to the Lenders such principal, interest and other payments on the same Business Day as such amounts are received, collected or applied by the Administrative Agent from the Borrower, unless the Administrative Agent receives such amounts after 11:00 a.m. in which case such payments shall be forwarded by the Administrative Agent to the Lenders on the next Business Day.

          (c) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the applicable LIBOR, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

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          (d) If any payment to be made by or on account of any obligation of the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest.

          (e) Nothing herein shall be deemed to obligate a Lender to obtain the funds for its Ratable Share of a Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Ratable Share of any Loan in any particular place or manner.

     2.09. Sharing of Payments, Etc. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any portion of the Loans owing to such Lender under this Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including pursuant to a Debtor Relief Law) in excess of its Ratable Share of the amounts owed to it hereunder, such Lender shall promptly notify the Administrative Agent of such fact and purchase from the other Lenders a participation in their portion of the Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable portion as provided for in this Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01. Taxes.

          (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable to any Lender or Agent, as the case may be, shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Lender or Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

          (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

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          (c) Indemnification by the Borrower. The Borrower shall indemnify each Lender and Agent, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Lender or Agent, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the applicable Lender or Agent shall be conclusive absent manifest error.

          (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the affected Lender or Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to such Lender or Agent.

     3.02. Illegality. If a Lender determines (after consultation with the Administrative Agent) that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender to make, maintain or fund any Loan, or to determine or charge interest rates based upon the Floating Rate, or any Governmental Authority has imposed material restrictions on the authority of a Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Administrative Agent and the Borrower, any obligation of such Lender to make or continue a Loan shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from the Lender, prepay such Lender’s Ratable Share of each affected Loan, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain its portion of such Loan to such day, or immediately, if such Lender may not lawfully continue to maintain its portion of such Loan. Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid.

     3.03. Increased Costs; Reserves.

          (a) Increased Costs Generally. If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, a Lender (except any reserve requirement reflected in the Floating Rate);

     (ii) subject a Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

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     (iii) impose on a Lender or the London interbank market any other condition, cost or expense affecting this Agreement or the portion of any Loan made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining its portion of any Loan (or of maintaining its obligation to make its portion of any Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

          (b) Capital Requirements. If a Lender determines that any Change in Law affecting such Lender or its holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of its holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the portion of the Loans made by such Lender to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered.

          (c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Administrative Agent and the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

          (d) Delay in Requests. Failure or delay on the part of a Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate such Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

     3.04. Compensation for Losses. Upon demand of a Lender from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

          (a) any payment or prepayment of any Loan on a day other than the last day of an Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

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          (b) any failure by the Borrower (for a reason other than the failure of such Lender to make available on any date specified herein its portion of such Loan) to prepay or borrow any Loan on any date or in the amount specified herein,

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to a Lender under this Section 3.04, such Lender shall be deemed to have funded its Ratable Share of any Loan at the Floating Rate for such portion of such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such portion of such Loan was in fact so funded.

     3.05. Mitigation Obligations. If a Lender requests compensation under Section 3.03, or the Borrower is required to pay any additional amount to a Lender, an Agent or any Governmental Authority for the account of such Lender or Agent pursuant to Section 3.01, or if a Lender gives a notice pursuant to Section 3.02, then such Lender or Agent, as the case may be, shall use reasonable efforts to designate a different lending office for funding or booking the Loans, or its portion thereof, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates and to take any other actions reasonable in the sole judgment of such Lender or Agent, if, in the sole judgment of such Lender or Agent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.03, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Agent. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by a Lender or Agent in connection with any such designation, assignment or action.

     3.06. Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Commitments and repayment of all Obligations under the Loan Documents.

ARTICLE IV.
CONDITIONS PRECEDENT TO THE LOANS

     4.01. Conditions of Initial Loan. The obligation of the Lenders to make the initial Loan hereunder is subject to satisfaction of the following conditions precedent and (except for any Notes) in sufficient copies for each Lender:

          (a) Receipt by the Administrative Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:

     (i) executed counterparts of this Agreement, sufficient in number for distribution to each Lender, the Administrative Agent and the Borrower;

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     (ii) if requested by a Lender, a Note executed by the Borrower;

     (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;

     (iv) evidence reasonably satisfactory to the Administrative Agent of the capital structure of the Borrower;

     (v) a long form good standing certificate from the Registrar of Companies for the British Virgin Islands and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed under the Laws of the British Virgin Islands, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

     (vi) copies of the Borrower Financial Statements;

     (vii) a favorable opinion of each of Simpson Thacher & Bartlett LLP and Conyers Dill & Pearman, counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and addressed to the Lenders and the Agents;

     (viii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

     (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.02 have been satisfied and (B) there has been no event or circumstance since the date hereof that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

     (x) evidence of the results of searches for Liens and judgments against the Borrower satisfactory to the Collateral Agent;

     (xi) all applicable “know your customer” and other account opening documentation required by the Administrative Agent to be provided by the Borrower;

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     (xii) a Form U-1 Purpose Statement published by the FRB with respect to the Loans signed by a Responsible Officer of the Borrower;

     (xiii) the Issuer Consent Letter duly executed by all parties thereto;

     (xiv) the Personal Guaranty duly executed by the Guarantor;

     (xv) the Waiver Letter duly executed by all parties thereto;

     (xvi) the Letter Agreement duly executed by all parties thereto;

     (xvii) evidence reasonably satisfactory to the Administrative Agent of (A) the establishment of procedures, satisfactory to the Administrative Agent, under Section 2.13 of the Deposit Agreement allowing for the deposit with the Depositary (as defined in the Deposit Agreement) of ordinary shares of the Company purchased by the Borrower under the Subscription Agreement (the “Subscription Shares”), (B) the deposit of the Subscription Shares with the Depositary in accordance with such procedures; and (C) the issuance by the Depositary of the Pledgor’s ADS registered in the name of the custodian of the Collateral Agent representing the Subscription Shares;

     (xviii) a letter from the Process Agent confirming its appointment in accordance with Section 10.02(f) and Section 6(b) of the Personal Guaranty; and

     (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Lenders reasonably may require due to any event or occurrence that occurs prior to the Closing Date that could be expected to have a Material Adverse Effect.

          (b) The Collateral Requirement shall have been satisfied.

          (c) Subject to Section 10.04(a), the Borrower shall have paid all fees, charges and disbursements of counsel to the Lenders and the Agents to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute a reasonable estimate of such fees, charges and disbursements incurred or to be incurred by the Agents and the Lenders through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower, the Lenders and the Agents).

     4.02. Conditions to All Loans. The obligation of the Lenders to make any Loan is subject to satisfaction of the following conditions precedent:

          (a) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished under or in connection herewith or therewith, are true and correct on and as of the date of such Loan, before and after giving effect to the borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided that, for purposes of this Section 4.02, the representations and

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warranties contained in Section 5.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

          (b) No Default exists as of the date of such Loan or would result from the Loan or from the application of the proceeds thereof.

          (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof.

          (d) The LTV Ratio, calculated based on the Closing Price for the Exchange Day immediately preceding the day on which the applicable Loan Notice was delivered, after giving effect to such Loan would not exceed [***].

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lenders and the Agents that:

     5.01. Existence, Qualification and Power; Compliance with Laws. The Borrower (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business (except to the extent that failure to have such governmental licenses, authorization, consents and approvals could not reasonably be expected to have a Material Adverse Effect) and (ii) execute, deliver and perform its obligations under the Loan Documents (to the extent a party thereto), (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all applicable Laws; except in each case referred to in clause (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     5.02. Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than the Liens created by the Collateral Documents) under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower is subject; or (c) violate any Law.

     5.03. Binding Effect. This Agreement has been, and each other Loan Document to which the Borrower is a party when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

     5.04. Financial Statements; No Material Adverse Effect.

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          (a) The Borrower Financial Statements (i) fairly present the financial condition of the Borrower as of the date thereof and (ii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

          (b) Since the date of the Borrower Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

     5.05. Disclosure. The Borrower has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which it or any of the Collateral is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information concerning the Borrower furnished (whether in writing or orally) by or on behalf of the Borrower to the Administrative Agent or the Lenders in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to any projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

     5.06. Litigation. Except for the legal proceeding In re Focus Media Holding Limited Litigation described under Item 8.A — “Legal Proceedings” in the annual report on Form 20-F of the Company, as filed on June 30, 2009, there are no actions, suits, investigations, proceedings, claims or disputes pending or, to the best knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its properties that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

     5.07. No Default. The Borrower is not in default under or with respect to any Material Contract. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

     5.08. Compliance with Laws. The Borrower is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

     5.09. Taxes. The Borrower has filed all material tax returns and reports required to be filed with any Governmental Authority, and has paid all material taxes, assessments, fees and other governmental charges levied or imposed by any Governmental Authority upon it or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the

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Borrower that could reasonably be expected, if made, to have a Material Adverse Effect. The Borrower is not party to any tax sharing agreement.

     5.10. Assets; Liens. As of the date of the most recently delivered Borrower Financial Statements, the Borrower has no assets other than those specified in such Borrower Financial Statements and is not engaged in any activity other than investing in securities. The assets of the Borrower are subject to no Liens, other than Liens permitted by Section 7.01.

     5.11. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document, except for filings or recordings with respect to the Collateral to be made, or otherwise delivered for filing and/or recordation, as of the Closing Date.

     5.12. Reserved.

     5.13. Reserved.

     5.14. Reserved.

     5.15. Margin Regulations; Investment Company Act.

          (a) None of the transactions contemplated by the Loan Documents (including the Loans and the use of proceeds thereof) will violate or result in a violation of Section 7 of the Exchange Act or any regulations issued pursuant thereto, including Regulations T, U and X of the FRB.

          (b) Neither the Borrower nor any Person Controlling the Borrower is, or is required to be registered as, an “investment company” under the Investment Company Act of 1940.

     5.16. Reserved.

     5.17. Subsidiaries; Equity Interests. The Borrower has no Subsidiaries or employees. The Borrower has no equity investments in any Person other than those specified in the most recent Borrower Financial Statements delivered by it to the Administrative Agent pursuant to Section 6.01. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and nonassessable and are owned by the Guarantor free and clear of all Liens.

     5.18. Reserved.

     5.19. Solvency. The Borrower is, and upon the incurrence of any Obligations by the Borrower on any date on which this representation and warranty is made or deemed made, will be, Solvent.

     5.20. Trading and Other Restrictions.

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          (a) The Pledgor’s ADS are not subject to any restrictions on transfer, other than, with respect to the Restricted ADS, the restrictions on transfer in the Subscription Agreement not otherwise waived by the Company under the Waiver Letter.

          (b) The holding period (as determined in accordance with Rule 144 under the Securities Act) of the Borrower as to (i) the ordinary shares underlying the Unrestricted ADS has exceeded one year and (ii) the Restricted ADS began on the Closing Date.

          (c) Neither the Pledgor’s ADS nor the shares underlying the Pledgor’s ADS are subject to any shareholders agreement or any voting or other contractual restrictions.

ARTICLE VI.
AFFIRMATIVE COVENANTS

     So long as the Commitments shall be in effect or any Loan or other Obligations shall remain unpaid or unsatisfied, the Borrower shall:

     6.01. Financial Statements. Deliver to the Administrative Agent, in sufficient copies for each Lender and in form and detail satisfactory to the Administrative Agent, on the Business Day immediately following the end of each fiscal quarter of the Borrower, (a) the most recent account statements of the Borrower with respect to each asset then owned by the Borrower and (b) a certificate of a Responsible Officer (i) certifying that the aforementioned account statements are true, correct and complete and that the Borrower has no other assets other than those evidenced by such account statements and (ii) containing a list of all Indebtedness, tax liabilities and/or commitments of the Borrower, a description of the material terms of each item on such list (including the amount of any liability thereunder, whether contingent, direct or otherwise, the due date for each such liability, the total unfunded commitment, if any, and the rate of interest, if any, applicable thereto) and a certification that such list is true, correct and complete and that the Borrower has no other Indebtedness, tax liabilities or commitments other than those set forth on such list.

     6.02. Certificates; Other Information. Deliver to the Administrative Agent, in sufficient copies for each Lender and in form and detail satisfactory to the Administrative Agent:

          (a) concurrently with the delivery of the Borrower Financial Statements referred to in Section 6.01, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;

          (b) promptly, and in any event within five Business Days after receipt thereof by the Borrower or any Affiliate of the Borrower that Controls the Borrower, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any such Affiliate; and

          (c) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower, or compliance with the terms of the Loan Documents, as Administrative Agent or any Lender may from time to time reasonably request.

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     6.03. Notices. Promptly notify the Administrative Agent:

          (a) of the occurrence of any Default;

          (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower; (ii) any dispute, litigation, investigation, subpoena, regulatory action, proceeding or suspension between the Borrower and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower;

          (c) of the occurrence of a Change of Control; and

          (d) of any material change in accounting policies or financial reporting practices by the Borrower.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

     6.04. Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by it; (b) all lawful claims which, if unpaid, would by Law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable.

     6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing as a corporation under the Laws of the jurisdictions of its organization and (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     6.06. Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     6.07. Reserved.

     6.08. Compliance with Laws and Material Contracts. (a) Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which the failure to comply therewith could not

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reasonably be expected to have a Material Adverse Effect; and (b) perform its obligations under all Material Contracts.

     6.09. Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower.

     6.10. Use of Proceeds. Use the proceeds of the Loans to purchase the Subscription Shares pursuant to the Subscription Agreement.

     6.11. Visitation Rights. (a) At any reasonable time and from time to time, permit any Agent or any Lender or any agents or representatives thereof, at their own expense, to examine and make copies of and abstracts from the records and books of account of, and (b) no more than two times prior to the Maturity Date (except at any time when an Event of Default has occurred and is continuing), visit the properties of the Borrower and discuss the affairs, finances and accounts of the Borrower with any of its officers or directors to ensure compliance by the Borrower with its obligations hereunder.

     6.12. Further Assurances. The Borrower shall promptly, at its sole cost and expense, execute and deliver to the Agents and the Lenders such further instruments and documents, and take such further action, as the Agents or the Lenders may, at any time and from time to time, reasonably request in order to carry out the intent and purpose of the Loan Documents and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of the Secured Parties hereby and thereby. The Borrower shall pay, or reimburse the Collateral Agent upon demand for, any and all reasonable fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation and protection of the Collateral Agent’s Lien, on behalf of the Secured Parties, on the assets of the Borrower under the Loan Documents including reasonable legal fees, other fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of such assets of the Borrower, other fees, costs and expenses in connection with protecting, maintaining or preserving such assets of the Borrower, the Collateral Agent’s and the Secured Parties’ interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or related to such assets of the Borrower; and all such amounts that are paid by the Collateral Agent or any Secured Party shall, until reimbursed by the Borrower, constitute Obligations secured by such assets of the Borrower.

ARTICLE VII.
NEGATIVE COVENANTS

     So long as the Commitments shall be in effect or any the Loan or other Obligations shall remain unpaid or unsatisfied, the Borrower shall not directly or indirectly:

     7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of the Collateral other than Liens pursuant to any Loan Document.

     7.02. Reserved.

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     7.03. Fundamental Changes. Dissolve, liquidate, merge or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person.

     7.04. Dispositions. Make any Disposition or enter into any agreement to make any Disposition unless (a) no Default shall exist or would result from such Disposition; (b) such Disposition shall be for fair market value in an arm’s length transaction; and (c) such Disposition shall consist of property other than Collateral.

     7.05. Reserved.

     7.06. Change in Activity. (a) Engage in any activity other than investing in securities, (b) without the consent of the Required Lenders (such consent not to be unreasonably withheld), amend its Organization Documents, the Subscription Agreement or the Waiver Letter or (c) change its capital structure.

     7.07. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower as would be obtainable by the Borrower at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

     7.08. Reserved.

     7.09. No Subsidiaries. Form any Subsidiaries or conduct any business or hold any assets through any Subsidiary.

     7.10. Collateral. Take any action that shall impair the Collateral or the Collateral Agent’s rights therein.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

     8.01. Events of Default. Any of the following shall constitute an Event of Default:

          (a) Non-Payment. A Loan Party fails to pay when and as required to be paid herein, any amount of principal of any Loan or any other amount payable hereunder or under any other Loan Document; or

          (b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 2.03(b), Section 6.01, 6.02, 6.03, 6.05(a) or 6.10, Article VII or Section 10.06(b) of this Agreement or in Sections 3(b), (d), (e), and (i) of the Security Agreement; or

          (c) Other Defaults. Any Loan Party shall fail to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan

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Document on its part to be performed or observed and such failure continues unremedied for 30 days; or

          (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document or in any certificate, financial statement or other document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

          (e) Cross-Default. (i) Any Loan Party fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder) having an aggregate principal amount of more than the Threshold Amount; (ii) any Loan Party fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party as a result thereof is greater than the Threshold Amount; or

          (f) Delisting of ADS. (i) There is an announcement by The NASDAQ Stock Market, Inc. or the NASDAQ Global Market that the ADS will be delisted from the NASDAQ Global Market within seven Business Days and The NASDAQ Stock Market, Inc. or the NASDAQ Global Market, as the case may be, does not subsequently announce, within three Business Days of the original announcement, a decision to not delist the ADS or (ii) there is an announcement by The NASDAQ Stock Market, Inc. or the NASDAQ Global Market that the ADS will be delisted from the NASDAQ Global Market in more than seven Business Days and The NASDAQ Stock Market, Inc. or the NASDAQ Global Market, as the case may be, does not subsequently announce, within five Business Days of the original announcement, a decision to not delist the ADS; or

          (g) Suspension of Trading. There is a suspension of trading in the ADS and such suspension continues for more than two consecutive weeks and five Business Days have elapsed since the end of such two-week period;

          (h) Reduction in Relative ADTV. On any day, the Relative ADTV is [***]% lower than the Relative ADTV as of the Closing Date and five Business Days have elapsed since such day; or

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          (i) Intraday Price Minimum. At any time on any Exchange Day, the last quoted price for an ADS is less than $[***] and two Business Days have elapsed since such Exchange Day; or

          (j) Insolvency Proceedings, Etc. The Borrower, the Company or any Affiliate of the Borrower or the Company that Controls the Borrower or the Company, as the case may be, institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged for 30 days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed for 30 days, or an order for relief is entered in any such proceeding; or

          (k) Inability to Pay Debts; Attachment. (i) The Borrower, the Company or any Affiliate of the Borrower or the Company that Controls the Borrower or the Company, as the case may be, becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released or vacated within 30 days after its issue or levy; or

          (l) Judgments. There is entered against the Borrower (i) a final judgment, decree or order for the payment of money in an aggregate amount exceeding the Threshold Amount or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced upon such judgment or order or (B) such judgment, order or decree shall not have been vacated or discharged within 30 days from entry; or

          (m) Invalidity of Loan Documents. Any provision of any Loan Document at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document or any Loan Party denies that any Loan Party has any or further liability or obligation under any Loan Document or purports to revoke, terminate or rescind any provision of any Loan Document; or

          (n) Lien Defects. Any Lien created by any of the Collateral Documents shall at any time fail to constitute a valid and perfected Lien on all of the Collateral purported to be subject thereto, securing the Obligations purported to be secured thereby, subject to no prior or equal Lien, or any Loan Party (or, with respect to any Collateral consisting of securities or security entitlements (each as defined in Section 8-102 of the UCC), the party having control (as defined in Sections 8-106 and 9-106 of the UCC) of such Collateral) shall so assert in writing, other than any such failure arising or resulting from any action or inaction on the part of the Collateral Agent or a Secured Party; or

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          (o) Material Adverse Change. Any event shall occur which has had or could reasonably be expected to have a Material Adverse Effect as determined by the Required Lenders in their sole discretion; or

          (p) Change of Control. There occurs any Change of Control that has a Material Adverse Effect as determined by the Required Lenders in their sole discretion and four Business Days have elapsed since the occurrence of such Change of Control; or

          (q) Certain Other Transactions. The Borrower or any of its Affiliates enters into any financing arrangement (or other arrangement having the effect thereof including any Swap Contract or other derivative transaction) secured by shares of the Company or ADS without the prior written consent of the Administrative Agent; or

          (r) Removal of Depositary. Citi is removed other than for cause as depositary under the Deposit Agreement.

     8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, any Agent may and, upon request from the Required Lenders, shall take any or all of the following actions:

          (a) declare the Commitments to be terminated, whereupon the Commitments shall be terminated;

          (b) declare the unpaid principal amount of the Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

          (c) exercise all rights and remedies available to it under the Loan Documents (including the enforcement of any and all Liens created pursuant to the Collateral Documents) and applicable Law;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code or any other similar Debtor Relief Law, the Commitments shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of any Lender or Agent.

     8.03. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent to repay each Lender and Agent its ratable share of the Obligations.

ARTICLE IX.
AGENTS

     9.01. Authorization and Authority. Each Lender hereby irrevocably appoints Citibank to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and

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under the other Loan Documents and authorizes each Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary or otherwise of any of such provisions.

     9.02. Agent Individually.

          (a) The Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not such Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

          (b) Each Lender understands that the Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 9.02 as “Activities”) and may engage in the Activities with or on behalf of the Borrower or its Affiliates. Furthermore, an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrower and its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower or its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrower and its Affiliates. Each Lender understands and agrees that in engaging in the Activities, an Agent’s Group may receive or otherwise obtain information concerning the Borrower and its Affiliates (including information concerning the ability of the Borrower to perform its obligations hereunder or under the other Loan Documents) which information may not be available to any of the Lenders that are not members of an Agent’s Group. No Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender or use on behalf of the Lenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any Affiliate thereof) or to account for any revenue or profits obtained in connection with the Activities, except that an Agent shall deliver or otherwise make available to each Lender such documents as are expressly required by this Agreement to be transmitted by an Agent to the Lenders.

          (c) Each Lender further understands that there may be situations where members of an Agent’s Group or their respective customers (including the Borrower and its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lenders (including the interests of the Lenders hereunder). Each Lender agrees that no member of an Agent’s Group is or shall be required to

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restrict its activities as a result of the Person serving as an Agent being a member of such Agent’s Group, and that each member of an Agent’s Group may undertake any Activities without further consultation with or notification to any Lender. None of (i) the Loan Documents, (ii) the receipt by an Agent’s Group of information (including Information) concerning the Borrower or its Affiliates (including information concerning the ability of the Borrower to perform its obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including any duty of trust or confidence) owing by an Agent or any member of such Agent’s Group to any Lender including any such duty that would prevent or restrict an Agent’s Group from acting on behalf of customers (including the Borrower or its Affiliates) or for its own account.

     9.03. Duties of the Agents; Exculpatory Provisions.

          (a) An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein or therein. Without limiting the generality of the foregoing, an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein), provided that an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to this Agreement or applicable Law.

          (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 or 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender shall have given notice to such Agent describing such Default or Event of Default and such event or events.

          (c) No Agent nor any member of an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created hereby or thereby or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to an Agent.

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          (d) Nothing in this Agreement shall require an Agent or any of its Related Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender and each Lender confirms to the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by an Agent or any of its Related Parties.

     9.04. Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless an officer of an Agent responsible for the transactions contemplated hereby shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

     9.05. Delegation of Duties. An Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Documents by or through any one or more sub agents appointed by such Agent, and such Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties, provided, in each case that no such delegation to a sub-agent or a Related Party shall release an Agent from any of its obligations hereunder. Each such sub agent and the Related Parties of an Agent and each such sub agent shall be entitled to the benefits of all provisions of this Article IX and Section 10.04 (as though such sub-agents were the “Agent” hereunder and under the other Loan Documents) as if set forth in full herein with respect thereto.

     9.06. Resignation of Agent. An Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three Business Days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and

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obligations as an Agent hereunder and under the other Loan Documents but shall not be relieved of any of its obligations as a Lender and (ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as an Agent hereunder and/or under the other Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent.

     9.07. Non-Reliance on the Agents and Other Lenders.

          (a) Each Lender confirms to the Agents, each other Lender and each of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on the Agents, any other Lender or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it.

          (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Loan Documents, (ii) it has, independently and without reliance upon the Agents, any other Lender or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information as it has deemed appropriate and (iii) it will, independently and without reliance upon the Agents, any other Lender or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Loan Documents based on such documents and information as it shall from time to time deem appropriate, which may include, in each case:

     (i) the financial condition, status and capitalization of the Borrower;

     (ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and the other Loan Documents and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement;

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     (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition;

     (iv) the adequacy, accuracy and/or completeness of any other information delivered by the Agents, any other Lender or by any of their respective Related Parties under or in connection with this Agreement, the other Loan Documents, the transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement.

     9.08. Collateral Documents and Personal Guaranty. Each Lender hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Lenders with respect to the Personal Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.01, without further written consent or authorization from the Lenders, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or thereby or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented.

ARTICLE X.
MISCELLANEOUS

     10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 4.01 or Section 4.02, (b) increase the Commitments of the Lenders, (c) reduce the principal of, or interest on, any Loan or any other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Loan or any other amounts payable hereunder, (e) reduce or limit the obligations of the Guarantor under the Personal Guaranty or release any material part of the Collateral, (f) release or otherwise limit the Borrower’s liability with respect to its obligations under Article VII, (g) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (h) amend the definition of “Required Lenders” or this Section 10.01; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or any other Loan Document.

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     10.02. Notices; Effectiveness; Electronic Communication.

          (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02.

     Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

          (b) Electronic Communications. Notices and other communications to any Person hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by such Person. An Agent, a Lender or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

     Unless a Person otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

          (c) So long as Citibank or any of its Affiliates is the Administrative Agent, materials required to be delivered pursuant to Section 6.01 may be delivered to the Administrative Agent in an electronic medium in a format acceptable to the Administrative Agent and the Lenders by e-mail at oploanswebadmin@citigroup.com. The Borrower agrees that the Administrative Agent may make such materials, as well as any other written information, documents, instruments and other material relating to the Borrower or any other materials or matters relating to this Agreement, the other Loan Documents or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on a password protected internet website such as Intralinks (the “Platform”). The Borrower acknowledges that (i) the distribution of material through an electronic medium is not

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necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agents nor any of their Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agents or any of their Affiliates in connection with the Platform.

          (d) Change of Address, Etc. Each of the Borrower, an Agent and a Lender may change its address, facsimile number or telephone number for notices and other communications hereunder by notice to the other party.

          (e) Reliance. Each Lender and Agent shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Lenders, the Agents and each of their Related Parties from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with a Lender or an Agent may be recorded by such Lender or Agent and the Borrower hereby consents to such recording.

          (f) Process Agent. The Borrower hereby agrees that service of all writs, process and summonses in any suit, action or proceeding brought under any Loan Document in the State of New York may be made upon National Registered Agents, Inc. (the “Process Agent”), and the Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the validity of such service or of any judgment based thereon. The Borrower hereby further irrevocably consents to the service of process in any suit, action or proceeding in the manner provided in Section 10.13(d).

     10.03. No Waiver; Cumulative Remedies. No failure by an Agent or a Lender to exercise, and no delay by an Agent or a Lender in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

     10.04. Expenses; Indemnity; Damage Waiver.

          (a) Costs and Expenses. The Borrower shall pay (i) all out of pocket expenses incurred by the Lenders, the Agents and their Affiliates (including the fees, charges and disbursements of counsel for any of the foregoing) in connection with (A) the preparation,

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negotiation, execution and delivery of this Agreement and the other Loan Documents (provided that payment of such counsel fees, charges and disbursements shall be capped at $100,000), (B) the administration of this Agreement and the other Loan Documents and (C) any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out of pocket expenses incurred by the Lenders, the Agents and their Affiliates (including the fees, charges and disbursements of any counsel for any of the foregoing) in connection with the enforcement or protection of their rights (A) in connection with this Agreement and the other Loan Documents, including their rights under this Section, or (B) in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of any Loan.

          (b) Indemnification by the Borrower. The Borrower shall indemnify each Lender, each Agent and each of their Related Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Loans or the use or proposed use of the proceeds therefrom, (iii) establishing, terminating, liquidating or reestablishing any hedging transaction relating to this Agreement or the Collateral following the occurrence of an Event of Default, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, brought by any Person, and regardless of whether any Indemnitee is a party thereto; provided; that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

          (c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

          (d) Payments. All amounts due under this Section shall be payable by the Borrower on demand therefor.

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          (e) Survival. The agreements in this Section shall survive the termination of the Commitments and repayment of all Obligations under the Loan Documents.

     10.05. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to an Agent or the Lenders (or an Agent on behalf of the Lenders), or a Lender or an Agent exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Lender or Agent in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

     10.06. Successors and Assigns.

          (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Required Lenders and a Lender may not assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (c) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (c) of this Section and, to the extent expressly contemplated hereby, the Indemnitees and Affiliates of the Lenders and the Agents) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment or the portion of the Loans at the time owing to it) pursuant to documentation acceptable to such Lender, the Administrative Agent and the assignee; provided that each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $1,500,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in such documentation, such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement, and such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 3.06, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide

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for the administration of this Agreement after giving effect thereto. Without limiting the foregoing, the Borrower acknowledges and agrees that the initial Lender shall have the right to effect one assignment contemplated by this Section 10.06(b) by documenting such assignment as a separate, parallel loan between the Borrower and the new lender in the amount that would have been assigned using loan documents (which shall include collateral documents and a personal guaranty by the Guarantor) in substantially the same form as the Loan Documents mutatis mutandis and the Borrower agrees promptly upon request therefor by the initial Lender to (1) execute, and to cause the Guarantor and the Company, as applicable, to execute, and deliver to such new lender such documents, opinions and any ancillary documents and/or certifications referred to in Sections 4.01(a)(vii), (ix), (xi), (xii) (or an equivalent margin certification applicable to such new lender), (xiii), (xv), (xvii)(C) and (xviii), in each case, as they relate to such separate, parallel loan and (2) deliver to such new lender copies of each document and/or certification delivered by the Borrower to the Administrative Agent on or prior to the Closing Date pursuant to Section 4.01 (other than any Loan Documents or other items delivered pursuant to any subsection of Section 4.01 referred to in clause (1) above).

          (c) Participations. A Lender may at any time, without the consent of the Borrower or the Administrative Agent, sell participations to any Person (other than the Borrower or any of its Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment or the portion of the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the Borrower, the other Lenders and the Administrative Agent for the performance of such obligations and (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

          (d) Certain Pledges. A Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under a Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank.

     10.07. Confidentiality. The Lenders and the Agents agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to any of their Affiliates and to their and their Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by applicable Laws or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (and its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such

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Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to a Lender or Agent or any of their Affiliates on a nonconfidential basis from a source other than the Borrower.

     For purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower, other than any such information that is available to a Lender or Agent on a nonconfidential basis prior to disclosure by the Borrower, provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

     10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any of its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or any such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of a Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

     10.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If a Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of such Lender’s portion of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by a Lender exceeds the Maximum Rate, such Lender may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.

     10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties

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relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by each of the Lenders and the Agents and when each Lender and Agent shall have received a counterpart hereof that bears the signature of the Borrower. Delivery of an executed counterpart of a signature page of this Agreement via telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

     10.11. Survival of Representations and Warranties. All representations and warranties made hereunder, in any Loan Notice and in any other Loan Document or other document required to be delivered pursuant hereto or thereto or required to be delivered in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Lenders and the Agents, regardless of any investigation made by any Lender or Agent or on its behalf and notwithstanding that any Lender or Agent may have had notice or knowledge of any Default at the time of a Loan, and shall continue in full force and effect as long as the Commitments are not terminated or the Loans or any other Obligation shall remain unpaid or unsatisfied.

     10.12. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     10.13. Governing Law; Jurisdiction; Etc.

          (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

          (b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE

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JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY LENDER OR AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

          (c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

          (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     10.14. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

     10.15. Judgment.

          (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due under any Loan Document in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at its principal office at 11:00 A.M. on the Business Day preceding that on which final judgment is given.

          (b) The obligations of the Borrower in respect of any sum due to a Lender or an Agent, as the case may be, under any Loan Document shall, notwithstanding any judgment in any currency other than Dollars, be discharged only to the extent that on the Business Day following receipt by such Lender or Agent of any sum adjudged to be so due in such other currency, such Lender or Agent may in accordance with normal banking procedures purchase Dollars with such other currency. If the amount of Dollars so purchased is less than such sum due to such Lender or Agent, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or Agent against such loss, and if the amount of

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Dollars so purchased exceeds such sum due to such Lender or Agent, such Lender or Agent agrees to remit to the Borrower such excess.

     10.16. USA Patriot Act Notice. Each Lender and Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into Law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or Agent to identify the Borrower in accordance with the Act. The Borrower agrees to provide such information and take such actions as are reasonably requested by such Lender or Agent in order to assist such Lender or Agent in maintaining compliance with its procedures, the Patriot Act and any other applicable Laws.

     10.17. Bankruptcy Code. The parties hereto agree that, to the fullest extent permitted by applicable Law, this Agreement is a “securities contract” as such term is defined in Section 741(7) of the Bankruptcy Code, qualifying for protection under Section 555 of the Bankruptcy Code; any cash, securities or other property provided as Collateral constitute “margin payments” as defined in Section 741(5) of the Bankruptcy Code and all payments for, under or in connection with this Agreement constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code.

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

	JJ MEDIA INVESTMENT HOLDING LIMITED
	By:	/s/ Jiang Nanchun
		Name:	Jiang Nanchun
		Title:	Director
	CITIBANK, N.A., as Collateral Agent, Administrative Agent and Lender
Commitment: 142,000,000	By:	/s/ Herman Hirsch
		Name:	Herman Hirsch
		Title:	Authorized Representative

Schedule 10.02

Addresses for Notices

JJ MEDIA INVESTMENT HOLDING LIMITED
c/o Focus Media Holding Limited
28-30 /F, Zhao Feng World Trade Building
369 Jiangsa Road
Shanghai 200050
People’s Republic of China
Attn: Jason Jiang
Telephone: 8621-2216-4088
Fax: 8621-2216-4174

CITIBANK, N.A.,
as Collateral Agent, Administrative Agent and Lender
390 Greenwich Street
New York, NY 10013
Attn: Christopher C. Rola
Telephone: (212) 723-7623
Fax: (646) 291-3642

Administrative Agent Account Information:

Bank: Citibank, N.A. New York
BIC: CITIUS33 (or ABA: 021000089)
F/O: Citibank New York
Account Number: 00167679
Ref: NY Equity Derivatives

Sch. 10.02-1

Exhibit A

Form of Loan Notice

A-1

Exhibit B

Form of Note

B-1

Exhibit C

Form of Compliance Certificate

C-1

Exhibit D

Form of Security Agreement

D-1

Exhibit E

Form of Issuer Consent Letter

E-1

Exhibit F

Form of Personal Guaranty

F-1

Exhibit G

Form of Waiver Letter

G-1

EX-99.3

Exhibit 99.3

EXECUTION COPY

SECURITY AGREEMENT

          SECURITY AGREEMENT (this “Agreement”) dated as of November 19, 2009, between JJ MEDIA INVESTMENT HOLDING LIMITED, a British Virgin Islands company (“Pledgor”) and CITIBANK, N.A., collateral agent for the Secured Parties (in such capacity as collateral agent, the “Collateral Agent”).

RECITALS

          WHEREAS, the Pledgor is the beneficial owner of 28,217,227 ADS, as defined in the Deposit Agreement (the “Pledgor’s ADS”);

          WHEREAS, the Pledgor, Citibank N.A., (in its capacity as Collateral Agent and Administrative Agent) and the Lenders have entered into a Margin Loan Agreement, dated as of the date hereof, as amended from time to time (the “Loan Agreement”), pursuant to which the Lenders agree to make loans to the Pledgor in an aggregate principal amount not to exceed $142,000,000 plus any accrued and unpaid interest thereon (the “Loans”);

          WHEREAS, as a condition precedent to the Lenders’ execution and delivery of the Loan Agreement, the Pledgor has caused to be executed by the Issuer and delivered to the Collateral Agent the Issuer Consent Letter, dated as of the date hereof (the “Issuer Consent Letter”), pursuant to which the Issuer has agreed, under certain conditions, to cause the removal of any restrictive provisions relating to the ADS beneficially owned by the Pledgor; and

          WHEREAS, it is a condition precedent to the Lenders’ making any Loan or otherwise extending credit to the Pledgor under the Loan Agreement that the Pledgor executes and delivers to the Collateral Agent for the benefit of the Secured Parties, a security agreement, pursuant to which the Pledgor pledges and grants a security interest in its ADS to the Collateral Agent, for the benefit of the Secured Parties.

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

          Section 1. Definitions.

          (a) Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. As used in this Agreement, the following terms have the respective meanings set forth below:

          “Collateral” has the meaning assigned to such term in Section 2.

          “Collateral Account” shall mean the securities account (as defined in Section 8-501 of the UCC) maintained in the name of the Pledgor by Citigroup Global Markets Inc. with the account number 768-66191-1-0-473 or any successor account or accounts (whether

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

maintained by Citigroup Global Markets Inc. or another financial institution), in or to which any Collateral is now or hereafter held or credited.

          “Control” means “control” as defined in Section 8-106 and Section 9-106 of the UCC.

          “Control Agreement” means an agreement among the Pledgor, the Collateral Agent and the financial institution maintaining any Collateral Account pursuant to which the Collateral Agent obtains Control of the Collateral held in or credited to such Collateral Account, and any other agreement or arrangement acceptable to the Collateral Agent providing Control over any item of Collateral.

          “Custodian” means Citigroup Global Markets Inc. or any successor entity maintaining the Collateral Account.

          “Depositary” has the meaning assigned to the term in the Deposit Agreement.

          “Distributions” means with respect to Collateral (other than cash), all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Collateral Agent has disposed of that Collateral, including (without limitation) any cash dividends or distributions with respect to the Collateral but excluding (x) any stock dividend or any distribution in connection with any reclassification, increase or reduction of capital or issued in connection with any reorganization and (y) any sums paid on or in respect of any Collateral on the liquidation or dissolution of the issuer thereof. Distributions will not include any item of property acquired by the Collateral Agent upon any disposition or liquidation of Collateral.

          “Issuer” means Focus Media Holding Limited, a Cayman Islands company.

          “Pledged Agreements” means, collectively, the Deposit Agreement, the Restricted Letter Agreement, the Waiver Letter and the Issuer Consent Letter.

          “Release LTV Ratio” means, as of any date of determination, a number equal to (a) [***] plus (b) the product of (i) the number of Business Days from the day that is six (6) months after the Closing Date to such date of determination and (ii) (A) [***] minus [***] (B) divided by the number of Business Days in the period from the day that is six (6) months after the Closing Date to the Maturity Date.

          “Restricted ADS” means, as of any date of determination, Restricted ADS as defined in and pursuant to Section 2.13 of the Deposit Agreement, and as governed by the procedures set forth in the Restricted Letter Agreement.

          “Restricted Letter Agreement” has the meaning assigned to the term in the Issuer Consent Letter.

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          “Secured Obligations” means, collectively, (a) the principal and interest on the Loans and all other amounts from time to time owing to the Secured Parties by the Pledgor under the Loan Documents (including all interest thereon), and (b) all other Obligations of the Pledgor to the Secured Parties under the Loan Documents.

          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent and the Lenders.

          “Shares” has the meaning assigned to the term in the Deposit Agreement.

          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

          (b) Rules of Construction.

(i) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision thereof, (iv) all references in this Agreement to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise specified, refer to such Law as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(ii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”.

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(iii) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(iv) In the event of any direct conflict between the express terms and provisions of this Agreement and of the Loan Agreement, the terms and provisions of the Loan Agreement shall control.

          Section 2. The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”):

     (a) Pledgor’s ADS;

     (b) the Collateral Account and any cash, securities (including any ADS) or other property held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing;

     (c) the Deposit Agreement;

     (d) the Restricted Letter Agreement;

     (e) the Issuer Consent Letter;

     (f) the Waiver Letter; and

     (g) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the Collateral or proceeds thereof (including any cash, equity interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in the Issuer) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Issuer and any security entitlements with respect thereto); (ii) “Proceeds,” as such term is defined in the UCC; (iii) proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds

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thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Collateral or proceeds thereof.

     Section 3. Collateral Maintenance and Administration.

     (a) On or before the date hereof, (i) the Restricted ADS shall have been registered in the name of the Custodian and a Control Agreement relating to the Restricted ADS substantially in the form of Exhibit A shall have been executed and delivered and (ii) the Unrestricted ADS shall have been credited to the Collateral Account and a Control Agreement relating to the Collateral Account substantially in the form of Exhibit A hereto shall have been executed and delivered.

     (b) (i) On the date hereof the Pledgor shall (A) cause entries to be made on the register of charges of the Pledgor maintained pursuant to Section 162 of the BVI Business Companies Act, 2004 in relation to the charges in respect of the Collateral created by this Agreement, (B) forward a copy of such register to its registered agent to maintain with the Pledgor’s records, and (C) procure that the registered agent or some other duly authorised person of the Pledgor make application for any such charge in respect of the Collateral to be registered by the Registrar of Corporate Affairs pursuant to Section 163(1) of the BVI Business Companies Act, 2004.

          (ii) On and after the date hereof, all dividends and other distributions on the ADS constituting Collateral or the associated Shares, including, without limitation, all cash and non-cash proceeds described in Section 2(g), shall be credited to the Collateral Account. If any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account.

     (c) Unless and until a Default has occurred and is continuing, any dividends and other distributions on the ADS constituting Collateral or the associated Shares at the time credited to the Collateral Account may, upon the written request of the Pledgor be released from the Collateral Account and applied to the accrued and unpaid interest under the Loan Agreement upon request of the Pledgor to be provided to the Collateral Agent.

     (d) Any delivery by the Pledgor of securities as Collateral shall be effected (i) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Collateral Agent or the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account, (ii) in the case of Collateral consisting of Uncertificated ADS or other uncertificated securities, by the re-registration of such ADS or other securities into the name of the Custodian and crediting of such ADS or other securities by the Custodian to the Collateral Account (provided that the Restricted ADS may be subject to the provisions of Section 3(b) of a Control Agreement in the form of

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Exhibit A hereto rather than credited to the Collateral Account), (iii) in the case of cash, by wire transfer of immediately available funds to an account designated by the Collateral Agent (which shall initially be the Collateral Account), or (iv) by complying with such alternative delivery instructions as the Collateral Agent shall provide to the Pledgor in writing.

     (e) Upon demand, the Pledgor shall pay to the Collateral Agent the amount of any taxes that the Collateral Agent may be required to pay by reason of the security interest granted herein or to free any Collateral from any Lien thereon.

     (f) The Collateral Agent shall have the right (subject to the limitations set forth below in Section 6(c)) to hedge, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of or use for hedging, financing or other related activities (including without limitation, pursuant to repurchase transactions), any Collateral (other than Restricted ADS) held in or credited to the Collateral Account, free from any claim or right of any nature whatsoever by the Pledgor; provided that, (i) over any consecutive 60-day period, the Collateral Agent may not lend or short sell more than [***] of the ADS constituting Collateral on the date hereof and (ii) any such use will not adversely affect the price of the ADS or the shares of the Company. The Collateral Agent will be deemed to continue to hold such Collateral and to receive Distributions thereon, for the benefit of the Secured Parties, regardless of whether the Collateral Agent has exercised any rights under this Section 3(f) (including for purposes of determining the occurrence of a Collateral Shortfall and determining Distributions that would be remitted to the Pledgor).

     (g) From time to time, Pledgor may instruct the Collateral Agent to sell ADS constituting Collateral for the purpose of making a voluntary prepayment of the Loans pursuant to and subject to the limitations set forth in Section 2.03(a) of the Loan Agreement, and upon such instruction, the Collateral Agent shall sell such ADS in any commercially reasonably manner specified in such instruction. All sale proceeds received with respect to the sale of such ADS shall be deposited in the Collateral Account, and the Pledgor shall have the right to instruct the Collateral Agent to withdraw all sale proceeds from the Collateral Account for deposit into the Agent Account for the purposes of paying any prepayment amount due and payable by Pledgor pursuant to Section 2.03(a) of the Loan Agreement in connection with such voluntary prepayment.

     (h) If at any time at least six (6) months after the Closing Date, the Pledgor makes or causes to make a voluntary prepayment pursuant to Section 2.03(a) of the Loan Agreement, the Pledgor may request the release to it and the Collateral Agent shall release from the Collateral Account a number of ADS equal to (x) the aggregate principal amount being voluntarily prepaid on such date divided by $142,000,000 multiplied by (y) the number of ADS credited to the Collateral Account immediately prior to such voluntary prepayment; provided that the individual ADS to be released shall be determined by the Collateral Agent in its sole discretion and; provided further that the Collateral Agent shall not be obligated to release such ADS if after giving effect to such

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voluntary prepayment (i) a Default or Event of Default would occur or (ii) the LTV Ratio would be higher than the Release LTV Ratio.

     (i) At all times prior to the disposition of any ADS by the Collateral Agent pursuant to Section 6 hereof, the Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to such ADS and the associated Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other instrument or agreement referred to herein; provided that the Pledgor agrees that the Pledgor will not vote the ADS or associated Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other instrument or agreement or would reasonably be expected to have a material adverse effect on the value of the ADS or associated Shares or the Collateral Agent’s interest therein. For the avoidance of doubt, the Collateral Agent shall have no voting rights with respect to the ADS or associated Shares, except to the extent that the Collateral Agent buys any ADS in a sale or other disposition made pursuant to Section 6(b).

     (j) In the event the Collateral Agent exercises its rights pursuant to Section 10.06(b) of the Loan Agreement to document an assignment of all or a portion of its rights and obligations under the Loan Agreement as a separate, parallel loan between the Pledgor and a new lender, the Collateral Agent shall have the right to transfer or cause to be transferred the number of ADS required to constitute collateral for such separate, parallel loan to the new lender in the manner as such new lender shall reasonably request.

     Section 4. Representations and Warranties. The Pledgor represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof:

     (a) Perfection. By virtue of the execution and delivery by the Pledgor of this Agreement, (i) with respect to the Collateral Account, when a Control Agreement in substantially the form of Exhibit A hereto (or otherwise in form and substance satisfactory to the Collateral Agent) is executed by the Pledgor and the Custodian with respect to the Collateral Account and the Restricted ADS, the security interest created in favor of the Collateral Agent for the benefit of the Secured Parties will constitute a perfected, first priority security interest securing the Secured Obligations, and (ii) with respect to all other Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit B hereto is filed with the Recorder of Deeds for the District of Columbia, (naming Pledgor as the debtor and Collateral Agent as the secured party), Collateral Agent will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations.

     (b) Ownership and Liens. The Pledgor is the legal and beneficial owner of the Collateral (or in the case of (x) financial assets from time to time credited to the Collateral Account or (y) Restricted ADS registered in the name of the Custodian, the beneficial owner thereof) and no Lien exists or will exist upon such Collateral at any

7

time, except for the pledge and security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, created or provided for in this Agreement.

     (c) Status of ADS. The Pledgor’s ADS and the associated Shares are (i) to the Pledgor’s actual knowledge, duly authorized and validly existing and (ii) fully paid and non-assessable and none of such ADS or associated Shares are or will be subject to any legal or contractual restriction (other than, with respect to the Restricted ADS, the restrictions on transfer in the Subscription Agreement not otherwise waived by the Company under the Waiver Letter), or any restriction under the Deposit Agreement or the Restricted Letter Agreement, upon the pledge of the ADS hereunder, other than those arising under the Securities Act. The Pledgor’s “holding period”, determined in accordance with Rule 144 under the Securities Act, for the Shares associated with the ADS commenced at least one year prior to the date hereof and Pledgor has held the ADS associated with such Shares continuously. The pledge of the ADS hereunder constitutes a bona fide pledge with full recourse to the Pledgor. Assuming the Collateral Agent is not an “affiliate” of the Issuer within the meaning of the Securities Act by virtue of any relationship other than those arising out of or relating to the Loan Documents, upon the Collateral Agent’s enforcement of its rights hereunder following the occurrence of an Event of Default, the transfer of the ADS pursuant to the terms hereof (other than the Restricted ADS prior to the passage of any applicable minimum holding period) will not require registration under the Securities Act or be subject to any other legal or contractual restriction, or any restriction under the Organization Documents of the Issuer, the Deposit Agreement or the Restricted Letter Agreement.

     (d) Status of Pledged Agreements. Each Pledged Agreement is a legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms. The Pledgor has provided to the Collateral Agent a true and correct copy of each Pledged Agreement.

     Section 5. Covenants. In furtherance of the pledge and grant of security interest pursuant to Section 2, until such time as all Secured Obligations have been paid in full, the Pledgor hereby agrees with Collateral Agent as follows:

     (a) The Pledgor agrees to take such other action as the Collateral Agent shall deem necessary or appropriate to preserve, protect, record and enforce the Lien created under this Agreement in the Collateral, including executing, delivering, filing and/or recording, in such locations and jurisdictions as Collateral Agent shall specify, any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Collateral Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights under this Agreement with respect to such security interest, for the benefit of the Secured Parties, including executing and delivering or causing the execution and delivery of a Control Agreement with respect to the Collateral Account and causing any or all of the ADS to be transferred of record into the name of the Collateral Agent or its nominee.

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     (b) The Pledgor agrees to take all steps necessary to cause the Depositary to reissue the Restricted ADS constituting Collateral without any restrictive provisions relating thereto, including the notation and legend provided for in Section 4 of the Restricted Letter Agreement, at the times and under the circumstances set forth in the Issuer Consent Letter.

     (c) Without the prior written consent of the Collateral Agent, the Pledgor shall not, after the date hereof, file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral in which the Collateral Agent is not named as the sole secured party.

     (d) The Pledgor shall not close the Collateral Account or transfer any Collateral held therein or credited thereto without (i) obtaining the prior written consent of the Collateral Agent and (ii) entering into such agreements as the Collateral Agent may in its sole discretion require to ensure the continued priority and perfection of its lien on such Collateral.

     (e) Without at least thirty (30) days’ prior written notice to the Collateral Agent, the Pledgor shall not (i) maintain any of the Pledgor’s books and records with respect to the Collateral at any office, or maintain the Pledgor’s place of business (or, if the Pledgor has more than one place of business, the Pledgor’s chief executive office) at any place other than at the address indicated in Schedule 10.02 of the Loan Agreement or (ii) change the Pledgor’s name, or the name under which the Pledgor does business, or the form or jurisdiction of the Pledgor’s organization from the name, form and jurisdiction set forth on the first page of this Agreement.

     Section 6. Remedies.

     (a) In addition to the rights and remedies specified herein (but subject to the limitations set forth below in this Section 6), the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a “secured party” under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies under this Agreement may be asserted.

     (b) Subject to the limitations set forth below in this Section 6, at any time that an Event of Default has occurred and is continuing, the Collateral Agent shall be entitled to do any or all of the following (to the fullest extent permitted under the laws in effect in any jurisdiction where any right or remedy under this Agreement may be asserted):

     (i) Deliver or cause to be delivered from the Collateral Account to itself or to any other Person, any property including any ADS;

     (ii) Reregister or cause to be reregistered any Restricted ADS into its name or the name of any other Person;

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     (iii) Demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, in its own name, in the name of the Pledgor or otherwise;

     (iv) Enforce any rights that the pledgor may have under the Pledged Agreements; and

     (v) Sell, lease, assign, hedge or otherwise dispose of all or any part of the Collateral, at such place or places and at such time or times as the Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, upon such terms and conditions as it deems advisable, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable Law and cannot be waived), and the Collateral Agent may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by Law, at one or more private sales) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice and right or equity being hereby expressly waived and released. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

     (c) The Pledgor and the Collateral Agent agree that (x) the Collateral Agent shall not be entitled to exercise its rights or remedies hereunder in a manner that would cause it (or any Affiliate of it) to become at any one time the beneficial owner of ADS representing more than 9.9% of the ordinary shares of the Issuer then outstanding, (y) the Collateral Agent will not knowingly sell or otherwise dispose of any ADS in a manner that would result in any Person (or any group of affiliated Persons) becoming the beneficial owner of ADS representing more than 9.9% of the ordinary shares of the Issuer then outstanding and (z) the Collateral Agent will not sell or otherwise dispose of, in any single transaction, to one or more purchasers, ADS representing an amount of Shares in excess of 9.9% of the ordinary shares of the Issuer then outstanding. The Pledgor hereby (i) acknowledges that selling or otherwise disposing of the Collateral in accordance with the restrictions set forth in this Section 6(c) may result in prices and terms less favorable to the Collateral Agent than those that could be obtained by selling or otherwise disposing of the ADS in a single transaction to a single purchaser and (ii) agrees and acknowledges that no method of sale or other disposition of Collateral shall be deemed commercially unreasonable because of any action taken or not taken by the Collateral Agent to comply with such restrictions.

     (d) The Pledgor further recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities Laws, the Collateral Agent

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may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the Issuer or issuer thereof to register it for public sale.

     (e) The Pledgor agrees and acknowledges that the ADS other than Restricted ADS are customarily sold on the NASDAQ Global Market, which is a recognized market, within the meaning of Section 9-610 of the UCC.

     (f) If the Collateral Agent shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section 6, the Pledgor agrees that, upon request of the Collateral Agent, the Pledgor will, at its own expense:

     (i) execute and deliver, or cause the officers and directors of the Issuer to execute and deliver, to any Person or Governmental Authority as the Collateral Agent may choose, any and all documents and writings which, in the Collateral Agent’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any Governmental Authority located in any city, county, state or country where the Pledgor or the Issuer engage in business, in order to transfer or to more effectively transfer the Collateral or otherwise enforce the Collateral Agent’s rights hereunder; and

     (ii) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable Law.

     (g) Except as otherwise expressly provided in this Agreement, the proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash held by the Collateral Agent following an Event of Default, shall be applied by the Collateral Agent:

     (i) First, to the payment of the costs and expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the Collateral Agent, including the fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Collateral Agent in connection therewith;

     (ii) Next, to the payment in full of the Secured Obligations; and

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     (iii) Finally, to the payment to the Pledgor or as a court of competent jurisdiction may direct, of any surplus then remaining.

     As used in this Section 6(g), “proceeds” of Collateral means cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or adjustment of debt of the Pledgor or any issuer of any of the Collateral.

     (h) The Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 6 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 6 may be specifically enforced.

     (i) THE PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME THE COLLATERAL AGENT DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION 6; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY LAW NOW EXISTING OR HEREAFTER ENACTED; (iii) ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE; AND (iv) ANY RIGHT TO REQUIRE THE COLLATERAL AGENT TO PROCEED AGAINST OR EXHAUST ANY SECURITY HELD FROM THE PLEDGOR OR TO PURSUE ANY OTHER REMEDY IN THE COLLATERAL AGENT’S POWER WHATSOEVER.

     (j) If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 6 are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Pledgor shall remain liable for any deficiency.

     (k) Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Collateral Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default the Collateral Agent is hereby appointed the attorney-in-fact of the Pledgor for the purpose of carrying out the provisions of this Section 6 and taking any action and executing any instruments that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Collateral Agent shall be entitled under this Section 6 to make collections in respect of the Collateral, the Collateral Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of the Pledgor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

     Section 7. Miscellaneous.

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     (a) Notices. (i) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (ii) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 of the Loan Agreement.

          Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (ii) below, shall be effective as provided in such subsection (ii).

          (ii) Electronic Communications. Notices and other communications to the Collateral Agent hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Collateral Agent. The Collateral Agent and the Pledgor may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

          Unless the Collateral Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

     (b) No Waiver; Cumulative Remedies. No failure by the Collateral Agent to exercise, and no delay by the Collateral Agent in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

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     (c) Amendments, Etc. No amendment or waiver of any provision of this Agreement and no consent to any departure by the Pledgor therefrom, shall be effective unless in writing signed by the Collateral Agent and the Pledgor, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

     (d) Expenses. The Pledgor agrees to reimburse the Collateral Agent for all reasonable costs and expenses (including the reasonable fees and expenses of legal counsel) in connection with any default under the Loan Agreement and any enforcement or collection proceeding resulting therefrom, including all manner of participation in or other involvement with (i) performance by the Collateral Agent of any obligations of the Pledgor in respect of the Collateral that the Pledgor has failed or refused to perform, (ii) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Collateral Agent in respect thereof, by litigation or otherwise, (iii) judicial or regulatory proceedings and (iv) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), and (c) the exercise or enforcement of any rights of the Collateral Agent under this Agreement, including this Section 7(d), and all such costs and expenses shall be Secured Obligations entitled to the benefits of the Lien granted herein.

     (e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Pledgor and the Collateral Agent (provided, however, that the Pledgor shall not assign or transfer the Pledgor’s rights or obligations under this Agreement without the prior written consent of the Collateral Agent).

     (f) Counterparts; Telefacsimile Execution. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and either of the parties hereto may execute this Agreement by signing any such counterpart; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same document. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect hereof.

     (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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     (h) WAIVER OF MARSHALING. EACH OF THE PLEDGOR AND THE COLLATERAL AGENT ACKNOWLEDGES AND AGREES THAT IN EXERCISING ANY RIGHTS UNDER OR WITH RESPECT TO THE COLLATERAL: (A) THE COLLATERAL AGENT IS UNDER NO OBLIGATION TO MARSHAL ANY COLLATERAL; (B) THE COLLATERAL AGENT MAY, IN ITS ABSOLUTE DISCRETION, REALIZE UPON THE COLLATERAL IN ANY ORDER AND IN ANY MANNER IT SO ELECTS; AND (C) MAY, IN ITS ABSOLUTE DISCRETION, APPLY THE PROCEEDS OF ANY OR ALL OF THE COLLATERAL TO THE SECURED OBLIGATIONS IN ANY ORDER AND IN ANY MANNER IT SO ELECTS. EACH OF THE PLEDGOR AND THE COLLATERAL AGENT WAIVES ANY RIGHT TO REQUIRE THE MARSHALING OF ANY OF THE COLLATERAL.

     (i) Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     (j) Termination. When all Secured Obligations shall have been paid in full, this Agreement shall terminate, and the Collateral Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. The Collateral Agent shall also, at the expense of the Pledgor, execute and deliver to the Pledgor upon such termination such UCC termination statements and such other documentation as shall be reasonably requested by the Pledgor to effect the termination and release of the Liens on the Collateral.

[REMAINING SPACE INTENTIONALLY LEFT BLANK;
SIGNATURES TO FOLLOW ON NEXT PAGE]

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

PLEDGOR
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Director
CITIBANK, N.A.
By:	/s/ Herman Hirsch
	Name:	Herman Hirsch
	Title:	Authorized Representative

16

EXHIBIT A

CONTROL AGREEMENT

17

EXHIBIT B

UCC FINANCING STATEMENT

18

EX-99.4

Exhibit 99.4

EXECUTION COPY

CONTROL AGREEMENT

     Control Agreement, dated as of November 19, 2009, between CITIBANK, N.A., as collateral agent for the Secured Parties (in such capacity as collateral agent, the “Collateral Agent”); JJ Media Investment Holding Limited, an international business company organized and existing under the laws of the British Virgin Islands (“Pledgor”); and Citigroup Global Markets Inc. (“CGMI”).

PREAMBLE:

     1. CGMI is the registered owner of 15,000,000 American Depositary Shares issued by Citibank N.A. in its capacity as Depositary under the Depositary Agreement (the “Restricted ADS”).

     2. CGMI, in its capacity as securities intermediary (“Intermediary”) has established a securities account, number 768-66191-1-0-473, in the name of Pledgor (the “Account”).

     3. Pledgor has granted Collateral Agent, on behalf of the Secured Parties, a security interest in certain collateral, including the Account and the Restricted ADS, pursuant to the Security Agreement, dated as of November 19, 2009, as may from time to time be amended, modified or restated, between Pledgor and Collateral Agent (the “Security Agreement”).

     4. Collateral Agent, Pledgor and Intermediary are entering into this Agreement to perfect the security interest of Collateral Agent, on behalf of the Secured Parties, in the Account.

TERMS:

     Section 1. The Account. All parties agree that the Account is a “securities account” within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “UCC”) and that all property held by Intermediary in the Account will be treated as financial assets under the UCC. Intermediary has not agreed and will not agree with any third party to comply with entitlement orders or other directions concerning the Account originated by such third party without the prior written consent of Collateral Agent and Pledgor.

     Section 2. Subordination of Lien. Intermediary hereby agrees and acknowledges that any security interest or lien in favor of Intermediary on the Account or any property credited to the Account as a result of any indebtedness of Pledgor to Intermediary (including, without limitation, any fees or commissions in respect of the Account) shall be subject and subordinate to the security interest in favor of Collateral Agent.

     Section 3. Control. (a) Intermediary will comply with entitlement orders originated by Collateral Agent concerning the Account and any financial assets from time to time credited

thereto without further consent by Pledgor. Intermediary will not act on any entitlement order or other instruction of Pledgor without the written consent of Collateral Agent (provided that Pledgor shall retain its right to exercise any voting rights with respect to any securities held in or credited to the Account without such consent).

     (b) CGMI acknowledges that it holds the Restricted ADS for Collateral Agent, as secured party. CGMI will comply only with instructions originated by Collateral Agent concerning the Restricted ADS, including instructions to reregister or cause the reregistration of Restricted ADS in such a manner as to permit them to be credited to the Account and held pursuant to the terms hereof. CGMI will not act on any instruction of Pledgor without the written consent of Collateral Agent (provided that until Collateral Agent instructs CGMI otherwise, CGMI is authorized to act on the instructions of Pledgor in connection with the exercise of any voting rights with respect to the Restricted ADS without Collateral Agent’s consent).

     Section 4. Representations, Warranties and Covenants of Intermediary. CGMI represents and warrants to and agrees with Collateral Agent as follows:

(i) Unless otherwise instructed by Collateral Agent, the Restricted ADS will be maintained in the manner set forth herein until termination of this Agreement.

(ii) The Account will be maintained in the manner set forth herein until termination of this Agreement, and Intermediary will not change the name or account number of the Account without the prior consent of Collateral Agent.

(iii) This Agreement has been duly authorized by and is the legal, valid and binding obligation of CGMI, enforceable against it in accordance with its terms.

(iv) CGMI has not entered into, and until the termination of this Agreement will not enter into, (x) any other agreement pursuant to which it agrees to comply with entitlement orders or other instructions with respect to the Account or the Restricted ADS, or (y) any other agreement purporting to limit or condition the obligation of the Intermediary to comply with entitlement orders or other instructions originated by Collateral Agent as set forth in Section 3 hereof.

(v) CGMI has no knowledge of any claim to or interest in the Account or the Restricted ADS, other than the interests therein of Collateral Agent and Pledgor. If any person or entity asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Account or the Restricted ADS, CGMI will use its best efforts to notify Collateral Agent and Pledgor promptly thereof.

(vi) CGMI will use its best efforts to deliver promptly to Collateral Agent copies of all statements, confirmations and other communications by Intermediary relating to the Account or the Restricted ADS.

     Section 5. Indemnification of CGMI. Pledgor hereby agrees to indemnify and hold harmless CGMI, its directors, officers, agents and employees against any and all claims, causes

2

of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney’s fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by CGMI’s gross negligence or willful misconduct.

     Section 6. Customer Agreement. In the event of a conflict between this Agreement and any other agreement between CGMI and Pledgor, the terms of this Agreement will prevail; provided, however, that this Agreement shall not alter or affect any mandatory arbitration provision currently in effect between CGMI and Pledgor pursuant to a separate agreement.

     Section 7. Termination. This Agreement shall continue in effect until Collateral Agent has notified CGMI in writing that this Agreement, or its security interest in the Account and the Restricted ADS, is terminated. Upon receipt of such notice the obligations of CGMI hereunder with respect to the operation and maintenance of the Account and the Restricted ADS after the receipt of such notice shall terminate, Collateral Agent shall have no further right to originate entitlement orders concerning the Account or instructions concerning the Restricted ADS.

     Section 8. Amendments. No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by the parties hereto, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

     Section 9. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 10. Successors. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives. This Agreement may be assigned by Collateral Agent to any successor of Collateral Agent under the Margin Loan Agreement entered into by Pledgor and the Secured Parties on November 19, 2009, provided that written notice thereof is given by Collateral Agent to Intermediary.

     Section 11. Notices. Except as otherwise expressly provided herein, any notice, order, instruction, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error-free receipt is received or upon receipt of notice sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth next to such party’s name at the heading of this Agreement. Any party may change its address for notices in the manner set forth above.

     Section 12. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may

3

execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

     Section 13. Choice of Law. This Agreement (including, without limitation, the establishment and maintenance of the account and all rights and obligations with respect thereto) shall be governed by and construed in accordance with the law of the State of New York. The parties agree that the securities intermediary’s jurisdiction (within the meaning of Article 8 of the UCC) with respect to the Account and the transactions contemplated hereby is the State of New York.

     Section 14. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof.

[Signatures on following page]

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

JJ MEDIA INVESTMENT HOLDING LIMITED
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Director
CITIBANK, N.A.
By:	/s/ Herman Hirsch
	Name:	Herman Hirsch
	Title:	Authorized Representative
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Herman Hirsch
	Name:	Herman Hirsch
	Title:	Managing Director

5

EX-99.5

Exhibit 99.5

Note

Up to US$142,000,000 November 19, 2009

          FOR VALUE RECEIVED, JJ Media Investment Holding Limited, a British Virgin Islands company (the “Borrower”), hereby promises to pay to Citibank, N.A. (the “Lender”), in lawful money of the United States of America, on the Maturity Date the principal sum of ONE HUNDRED AND FORTY-TWO MILLION UNITED STATES DOLLARS (US$142,000,000) or, if less, the aggregate principal amount outstanding of the Loans made by the Lender to the Borrower under the Margin Loan Agreement specified below and then outstanding, as evidenced on the books and records of the Lender. The Borrower also promises to pay interest on the outstanding unpaid principal amount hereof in like money, from the date hereof until such unpaid principal is paid in full, at the rates, at the times and in the manner provided in the Margin Loan Agreement (as defined herein) as well as all other amounts payable thereunder by the Borrower. This Note is a Note referred to in the Margin Loan Agreement, dated as of November 13, 2009, between the Borrower, Citibank, N.A., as administrative agent and collateral agent, the Lender and various other lenders party thereto (as amended from time to time, the “Margin Loan Agreement”) and is subject to and entitled to the benefits thereof and of the other Loan Documents. This Note is secured as provided in the Loan Documents. This Note is subject to optional prepayment under the conditions set forth in Section 2.03(a) and mandatory prepayment under the conditions set forth in Sections 2.03(b) and 8.02, in each case, in whole or in part, prior to the Maturity Date on the terms and conditions provided in the Margin Loan Agreement. The Lender may record transactions on the Note on the Schedule hereto.

          If an Event of Default shall occur and be continuing, the principal of and accrued interest on and other amounts relating to this Note may become or be declared to be due and payable in the manner and with the effect provided in the Margin Loan Agreement.

          The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note.

          Capitalized terms used but not defined herein shall have the meanings given to them in the Margin Loan Agreement.

          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

JJ Media Investment Holding Limited
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Director

SCHEDULE

TRANSACTIONS ON NOTE

			Amount of Interest		Principal
Date of			paid to or for the	Amount of	Balance		Grid Entry
Loan	Amount of Loan		account of Lender	Principal Paid	Outstanding		Made By
November 19, 2009		$138,000,000	—	—		$138,000,000

EX-99.7

Exhibit 99.7

EXECUTION COPY

     THIS AGREEMENT is made as of this 9th day of December, 2009 among JJ Media Investment Holding Limited, a British Virgin Islands company (“JJ Media”), Citibank, N.A. (“Citibank”) and Nomura Securities International, Inc. (“Nomura”).

     WHEREAS, Citibank, as Lender, Administrative Agent and Collateral Agent, and JJ Media, as Borrower, have entered into an agreement entitled “Margin Loan Agreement” dated as of November 13, 2009 (the “MLA”), pursuant to which Citibank agreed to make Loans (as defined in the MLA) from time to time to JJ Media on the terms set forth therein;

     WHEREAS, JJ Media has executed and delivered to Citibank a Note (as defined in the MLA) dated November 19, 2009 evidencing the initial Loan made by Citibank (the “Initial Loan”) under the MLA;

     WHEREAS, (a) JJ Media, as Pledgor, and Citibank, as Collateral Agent for the Secured Parties, have entered into an agreement entitled “Security Agreement” dated as of November 19, 2009 (the “Security Agreement”) pursuant to which JJ Media pledged and granted to Citibank a security interest in the Collateral (as defined in the Security Agreement) to secure the prompt payment in full of JJ Media’s Secured Obligations (as defined in the Security Agreement) on the terms set forth therein and (b) pursuant to the Security Agreement, JJ Media, as Pledgor, Citibank, as Collateral Agent, and Citigroup Global Markets Inc., as Intermediary, have entered into an agreement entitled “Control Agreement” dated as of November 19, 2009;

     WHEREAS, Citibank wishes to exercise its rights pursuant to Section 10.06(b) of the MLA to document an assignment of 30% of the Obligations and Commitment, in each case, as of the date such assignment is effective as a separate, parallel loan between the Borrower and Nomura;

     WHEREAS, Nomura is an Eligible Assignee and JJ Media is willing, on the terms set forth herein, to acknowledge and enter into the transactions contemplated hereby;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:

     SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to them in the MLA or the Security Agreement, as applicable.

     SECTION 2. Reduction of Initial Loan; Nomura MLA. On the terms and subject to the conditions set forth below, the parties agree that:

     (a) (i) The Initial Loan shall be reduced by the repayment of $41,400,000 of principal (the “Repayment Amount”), which represents 30% of the Initial Loan, (ii) the aggregate principal amount of the Initial Loan outstanding immediately prior to such reduction and evidenced by the Note shall be reduced by the principal amount being so prepaid, (iii) Citibank’s Commitment shall be reduced by $42,600,000, and (iv) the Administrative Agent shall record the foregoing repayment and related reduction in Citibank’s Commitment on the Register maintained pursuant to Section 2.06(b) of the MLA and Citibank will reflect such repayment on the schedule to its Note as contemplated by Section 2.07(c) of the MLA.

     (b) Promptly following receipt of the Repayment Amount, Citibank shall transfer or cause to be transferred to Nomura 3,965,168 of the Unrestricted ADS and 4,500,000 of the Restricted ADS constituting Collateral under the Security Agreement (collectively, the “Transferred ADS”), in each case, in such manner as Nomura shall reasonably request. Upon the transfer by Citibank of the Transferred ADS, the Collateral Agent’s security interest in such Transferred ADS shall be automatically released.

     (c) JJ Media and Nomura shall execute and deliver to each other a loan agreement substantially in the form of Exhibit A attached hereto (the “Nomura MLA”) and shall execute and/or deliver each document or certificate and take each action that is required to be executed, delivered or taken by it to satisfy the conditions precedent specified in the Nomura MLA to the making of the Nomura Loan (as defined below).

     (d) Nomura’s initial loan to the Company under the Nomura MLA (the “Nomura Loan”), which shall be in an amount equal to the Repayment Amount, shall be effected by wire transfer of such amount to an account specified by Citibank and shall be deemed to be the partial repayment by the Company of the Initial Loan referred to in clause (a) above.

     (e) (i) For purposes of Section 8.01(q) of the MLA, Citibank, as Administrative Agent with respect to the Initial Loan, hereby consents to the transactions contemplated by the Nomura MLA.

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     (ii) For purposes of Section 8.01(q) of the Nomura MLA, Nomura, as Administrative Agent with respect to the Nomura Loan, hereby consents to the transactions contemplated by the MLA.

     (f) (i) The MLA is amended by replacing the term “Pledgor’s ADS” wherever used with the term “Pledged ADS”.

     (ii) The Security Agreement is amended as follows:

     (w) by inserting the following definition between the definitions of “Issuer” and “Pledged Agreements”:

     “Pledged ADS” means 19,752,059 of the Pledgor’s ADS.

     (x) by replacing each use of the term “Pledgor’s ADS” with the defined term “Pledged ADS” except in the Recitals; and

     (y) by adding “as it relates to the Pledged ADS” after the word “Agreement” in Section 2(c) and 2(d).

     (z) by replacing “$142,000,000” with “$99,400,000” in Section 3(h).

     Promptly after the date hereof, (i) Citibank shall amend the financing statement naming JJ Media as debtor and Citibank as secured party filed on November 19, 2009 in the Office of the Recorder of Deeds of the District of Columbia, and (ii) JJ Media shall procure the amendment of (x) the entries made on November 19, 2009 on the register of charges of JJ Media maintained pursuant to Section 162 of the BVI Business Companies Act, 2004, and (y) the charge for the benefit of Citibank registered on November 19, 2009 by the Registrar of Corporate Affairs pursuant to Section 163(1) of the BVI Business Companies Act, 2004, in each case, to reflect the foregoing amendments, and such amendments shall be satisfactory to Nomura.

     SECTION 3. Representations and Warranties. Each of Citibank, Nomura and JJ Media represents to each other party hereto that:

     (A) this Agreement and the transactions contemplated hereby are within its powers and have been duly authorized, and this Agreement has been executed and delivered by or on its behalf and is the valid and binding agreement of such party, enforceable against such party in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditor’s rights generally and equitable principles of general applicability;

     (B) the execution and delivery of this Agreement by such party, and the performance by such party of its obligations under this Agreement and the

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transactions contemplated hereby (i) will not violate or conflict with any provision of applicable law or regulation, the applicable constitutive document of such party, any agreement or other instrument binding upon such party or any of its assets or any judgment, order or decree of any governmental body, agency, official or court having jurisdiction over such party, whether foreign or domestic, and (ii) do not require any consent, approval, authorization or order of, or filing or qualification with, any governmental body, agency, official, self-regulatory organization or court or other tribunal, whether foreign or domestic.

     SECTION 4. Governing Law; Jurisdiction; Etc.

     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     (b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY OTHER PARTY HERETO OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

     (c) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF

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THIS SECTION. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 6(a) BELOW. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     SECTION 5. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

     SECTION 6. Miscellaneous. (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission to the following address:

In the case of JJ Media:

c/o Focus Media Holding Limited
28-30 /F, Zhao Feng World Trade Building
369 Jiangsa Road
Shanghai 200050
People’s Republic of China
Attention: Jason Jiang
Telephone: 8621-2216-4088
Fax: 8621-2216-4174;

In the case of Citibank:

390 Greenwich Street
New York, NY 10013
Attention: Christopher C. Rola
Telephone: (212) 723-7623
Fax: (646) 291-3642;

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In the case of Nomura:

Nomura Securities International, Inc.
2 World Financial Center, Building B
New York, New York 10281-1198
Attention: William Brett
Telephone: (212) 667-2121
Fax: (212) 587-8621;

     or such other address as may be specified in writing by a party hereto to each other party hereto.

     (B) This Agreement may be executed, acknowledged and delivered in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

     (C) This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all oral communications and prior writings with respect thereto.

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EXECUTION COPY

     IN WITNESS WHEREOF, the parties have signed this Agreement as of the date and year first above written.

CITIBANK, N.A.
By:	/s/ James Heathcote
	Name: James Heathcote
	Title: Authorized Representative
NOMURA SECURITIES INTERNATIONAL, INC.
By:	/s/ William Brett
	Name: William Brett
	Title: Managing Director

Acknowledged as of the date and year
first above written:

JJ MEDIA INVESTMENT HOLDING LIMITED
By:	/s/ Jason Nanchun Jiang
	Name: Jason Nanchun Jiang
	Title: Director

Exhibit A

[Form of Nomura Margin Loan Agreement with Exhibits]

Exhibit B-1

EX-99.8

Exhibit 99.8

MARGIN LOAN AGREEMENT

Dated as of December 9, 2009

among

JJ MEDIA INVESTMENT HOLDING LIMITED,

VARIOUS LENDERS

and

NOMURA SECURITIES INTERNATIONAL, INC.,
as a Lender, Administrative Agent and Collateral Agent

***  Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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TABLE OF CONTENTS

Section		Page
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
1.01.	Defined Terms		1
1.02.	Other Interpretive Provisions		13
1.03.	Accounting Terms		14
1.04.	Times of Day		14
	ARTICLE II. THE COMMITMENT AND LOANS
2.01.	Loans		14
2.02.	Borrowing of the Loans		14
2.03.	Prepayments		15
2.04.	Repayment of the Loans		16
2.05.	Interest		16
2.06.	Computations		16
2.07.	Evidence of Debt		16
2.08.	Payments Generally		17
2.09.	Sharing of Payments, Etc		18
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
3.01.	Taxes		18
3.02.	Illegality		19
3.03.	Increased Costs; Reserves		19
3.04.	Compensation for Losses		20
3.05.	Mitigation Obligations		21
3.06.	Survival		21
	ARTICLE IV. CONDITIONS PRECEDENT TO THE LOANS
4.01.	Conditions of Initial Loan		21
4.02.	Conditions to All Loans		23
	ARTICLE V. REPRESENTATIONS AND WARRANTIES
5.01.	Existence, Qualification and Power; Compliance with Laws		24
5.02.	Authorization; No Contravention		24
5.03.	Binding Effect		24
5.04.	Financial Statements; No Material Adverse Effect		24
5.05.	Disclosure		25

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Section		Page
5.06.	Litigation		25
5.07.	No Default		25
5.08.	Compliance with Laws		25
5.09.	Taxes		25
5.10.	Assets; Liens		26
5.11.	Governmental Authorization; Other Consents		26
5.12.	Reserved		26
5.13.	Reserved		26
5.14.	Reserved		26
5.15.	Margin Regulations; Investment Company Act		26
5.16.	Reserved		26
5.17.	Subsidiaries; Equity Interests		26
5.18.	Reserved		26
5.19.	Solvency		26
5.20.	Trading and Other Restrictions		26
	ARTICLE VI. AFFIRMATIVE COVENANTS
6.01.	Financial Statements		27
6.02.	Certificates; Other Information		27
6.03.	Notices		28
6.04.	Payment of Obligations		28
6.05.	Preservation of Existence, Etc		28
6.06.	Maintenance of Properties		28
6.07.	Reserved		28
6.08.	Compliance with Laws and Material Contracts		28
6.09.	Books and Records		29
6.10.	Use of Proceeds		29
6.11.	Visitation Rights		29
6.12.	Further Assurances		29
	ARTICLE VII. NEGATIVE COVENANTS
7.01.	Liens		29
7.02.	Reserved		29
7.03.	Fundamental Changes		30
7.04.	Dispositions		30
7.05.	Reserved		30
7.06.	Change in Activity		30
7.07.	Transactions with Affiliates		30
7.08.	Reserved		30
7.09.	No Subsidiaries		30
7.10.	Collateral		30

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Section		Page
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
8.01.	Events of Default		30
8.02.	Remedies Upon Event of Default		33
8.03.	Application of Funds		33
	ARTICLE IX. AGENTS
9.01.	Authorization and Authority		33
9.02.	Agent Individually		34
9.03.	Duties of the Agents; Exculpatory Provisions		35
9.04.	Reliance by Agent		36
9.05.	Delegation of Duties		36
9.06.	Resignation of Agent		36
9.07.	Non-Reliance on the Agents and Other Lenders		37
9.08.	Collateral Documents and Personal Guaranty		38
	ARTICLE X. MISCELLANEOUS
10.01.	Amendments, Etc		38
10.02.	Notices; Effectiveness; Electronic Communication		39
10.03.	No Waiver; Cumulative Remedies		40
10.04.	Expenses; Indemnity; Damage Waiver		40
10.05.	Payments Set Aside		42
10.06.	Successors and Assigns		42
10.07.	Confidentiality		43
10.08.	Right of Setoff		44
10.09.	Interest Rate Limitation		44
10.10.	Counterparts; Integration; Effectiveness		44
10.11.	Survival of Representations and Warranties		45
10.12.	Severability		45
10.13.	Governing Law; Jurisdiction; Etc		45
10.14.	Waiver of Jury Trial		46
10.15.	Judgment		46
10.16.	USA Patriot Act Notice		47
10.17.	Bankruptcy Code		47
SIGNATURES			S-1

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SCHEDULES

10.02 Addresses for Notices

EXHIBITS

Form of

A	Loan Notice
B	Note
C	Compliance Certificate
D	Security Agreement
E	Issuer Consent Letter
F	Personal Guaranty
G	Waiver Letter

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MARGIN LOAN AGREEMENT

     This MARGIN LOAN AGREEMENT (“Agreement”) is entered into as of December 9, 2009 by and among JJ MEDIA INVESTMENT HOLDING LIMITED, a British Virgin Islands company (the “Borrower”), the Lenders party hereto and NOMURA SECURITIES INTERNATIONAL, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), as Collateral Agent (in such capacity, the “Collateral Agent”) and as a Lender.

     The Borrower has requested that the Lenders provide a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

     In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

     1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

     “Activities” has the meaning specified in Section 9.02(b).

     “Administrative Agent” has the meaning specified in the introductory paragraph hereto.

     “ADS” means the American Depositary Shares of the Company.

     “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

     “Agent” means each of the Administrative Agent and the Collateral Agent.

     “Agent Account” means the account of the Administrative Agent specified in Schedule 10.02 or such other account of the Administrative Agent as is designated in writing from time to time by the Agent to the Borrower and the Lenders for such purpose.

     “Agent’s Group” has the meaning specified in Section 9.02(b).

     “Agreement” has the meaning specified in the introductory paragraph hereto.

     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of any Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that

would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

     “Availability Period” means the period from and including the Closing Date to the earlier of (a) the Business Day immediately preceding the Maturity Date and (b) the date of the termination of the Commitments.

     “Banking Day” means any day, except a Saturday, Sunday or other day on which commercial banks in New York are required by Law to close, which is also a day on which commercial banks are open for international business (including dealing in Dollar deposits) in London.

     “Bankruptcy Code” means the United States Bankruptcy Code.

     “Borrower” has the meaning specified in the introductory paragraph hereto.

     “Borrower Financial Statements” means (a) initially, (i) the most recent account statements of the Borrower as of November 18, 2009 with respect to each asset owned by the Borrower and (ii) a certificate of a Responsible Officer, dated as of the Original Closing Date, (A) certifying that the aforementioned account statements are true, correct and complete and that the Borrower has no other assets other than those evidenced by such account statements and (B) containing a list of all Indebtedness, tax liabilities and/or commitments of the Borrower, a description of the material terms of each item on such list (including the amount of any liability thereunder, whether contingent, direct or otherwise, the due date for each such liability, the total unfunded commitment, if any, and the rate of interest, if any, applicable thereto) and a certification that such list is true, correct and complete and that the Borrower has no other Indebtedness, tax liabilities or commitments other than those set forth on such list, and (b) from and after the end of the first fiscal quarter of the Borrower following the Original Closing Date, the documents required to be provided pursuant to Section 6.01.

     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to close under the Laws of, or are in fact closed, in New York.

     “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of Law) by any Governmental Authority.

     “Change of Control” means any change or event that results in the Guarantor ceasing to directly or indirectly own and control of record and beneficially at least 100% of the Equity Interests of the Borrower.

     “Citibank” means Citibank, N.A.

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     “Citibank Agreement” means the Agreement dated December 9, 2009 among Borrower, Citibank and Nomura.

     “Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived by the Lenders in accordance with Section 10.01.

     “Closing Price” means, as of any date of determination, the closing price of one ADS on the NASDAQ Global Market on such day (or if such day is not an Exchange Day, the immediately preceding Exchange Day).

     “Code” means the Internal Revenue Code of 1986.

     “Collateral” means any and all “Collateral”, as defined in any Collateral Document.

     “Collateral Agent” has the meaning specified in the introductory paragraph hereto.

     “Collateral Documents” means the Security Agreement, the Control Agreement (as defined in the Security Agreement) and any additional pledges or security agreements required to be delivered pursuant to the Loan Documents and any instruments of assignment or other instruments or agreements executed pursuant to the foregoing.

     “Collateral Requirement” means on any date the requirement that:

     (a) the Administrative Agent shall have received from the Borrower counterparts of the Security Agreement duly executed and delivered on behalf of the Borrower;

     (b) all documents and instruments, including UCC financing statements, required by Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Collateral Documents and perfect or record such Liens to the extent, and with the priority, required by the Security Agreement, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording;

     (c) the Borrower shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of all Collateral Documents to which it is a party, the performance of its obligations thereunder and the granting of the Liens granted by it thereunder;

     (d) the Borrower shall have taken all other action required to be taken by the Borrower under the Collateral Documents to perfect, register and/or record the Liens granted by it thereunder; and

     (e) the Borrower shall be in compliance with Section 3 of the Security Agreement.

     “Collateral Shortfall” means, on any date of determination, that the LTV Ratio is greater than (a) [***]%, if such date of determination is on or prior to the date that is 90 days after the Original Closing Date, (b) [***]%, if such date of determination is more than 90 days after the Original Closing Date but on or prior to the date that is 180 days after the Original Closing Date

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or (c) [***]%, if such date of determination is more than 180 days after the Original Closing Date.

     “Collateral Value” means, as of any date of determination, an amount equal to the product of the Closing Price for such date and the number of the Pledged ADS.

     “Commitment” means, as to any Lender and as of any date of determination, the obligation of such Lender to make advances to the Borrower pursuant to Section 2.01 in (a) initially, the Dollar amount set forth opposite such Lender’s name on the signature pages hereof and (b) thereafter, the Dollar amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 2.07(b), as such amount may be adjusted from time to time pursuant to the terms of this Agreement.

     “Communications” has the meaning specified in Section 10.02(c).

     “Company” means Focus Media Holding Limited.

     “Compliance Certificate” means a certificate substantially in the form of Exhibit C.

     “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

     “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

     “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

     “Deposit Agreement” means the Amended and Restated Deposit Agreement, dated as of April 9, 2007, between the Company, Citibank, as depositary, and the holders and beneficial owners of American Depositary Shares issued thereunder.

     “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith or any Equity Interests held by such Person.

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     “Dollar” and “$” mean lawful money of the United States.

     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of any Lender; (c) an Approved Fund; and (d) any other Person approved by the Borrower (such approval not to be unreasonably withheld or delayed); provided that no such approval shall be required if a Default has occurred and is continuing; and provided, further, that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates.

     “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

     “Event of Default” has the meaning specified in Section 8.01.

     “Exchange Act” means the Securities Exchange Act of 1934.

     “Exchange Day” means any day the NASDAQ Global Market is open for business.

     “Excluded Taxes” means, with respect to a Lender, an Agent or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by such recipient’s overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located by reason of a connection between such recipient and such taxing jurisdiction other than entering into this Agreement and receiving payments hereunder.

     “Floating Rate” means, with respect to an Interest Period for a Loan, a per annum rate equal to the applicable LIBOR plus 6.70%.

     “FRB” means the Board of Governors of the Federal Reserve System of the United States.

     “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

     “GAAP” means generally accepted accounting principles in the United States that are applicable to the circumstances as of the date of determination, consistently applied.

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     “Governmental Authority” means, with respect to any Person, the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies) having jurisdiction or authority over such Person.

     “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such indebtedness or other obligation of the payment or performance of such indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any indebtedness or other obligation of any other Person, whether or not such indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

     “Guarantor” means Jason Nanchun Jiang.

     “Hong Kong Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to close under the Laws of, or are in fact closed, in Hong Kong.

     “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

     (c) net obligations of such Person under any Swap Contract;

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     (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 30 days after the date on which such trade account payable was created);

     (e) indebtedness secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

     (f) capital leases and Synthetic Lease Obligations;

     (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

     (h) all Guarantees of such Person in respect of any of the foregoing.

     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

     “Indemnified Taxes” means Taxes other than Excluded Taxes.

     “Indemnitees” has the meaning specified in Section 10.04(b).

     “Information” has the meaning specified in Section 10.07.

     “Interest Payment Date” means (i) each day numerically corresponding to the Original Closing Date in the third, sixth and ninth month after the month in which the Original Closing Date occurs and (ii) the Maturity Date.

     “Interest Period” means, with respect to a Loan, (i) in the case of the initial Interest Period for such Loan, the period commencing on the date such Loan is made and ending on the next succeeding Interest Payment Date and (ii) in the case of any subsequent Interest Period for such Loan, the period commencing on the last day of the next preceding Interest Period and ending on the next succeeding Interest Payment Date.

     “Issuer Consent Letter” means a letter executed by the Company and the Borrower, dated as of the date hereof and substantially in the form of Exhibit E.

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     “Laws” means, with respect to any Person, collectively, all international, foreign, U.S. federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof applicable to such Person, and all applicable administrative orders, directed duties, requests, licenses, authorizations, requirements and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

     “Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to Section 10.06.

     “Lender Appointment Period” has the meaning specified in Section 9.06.

     “Letter Agreement” means that certain letter agreement, dated on or prior to the Original Closing Date, between the Company and Citibank related to the establishment of the procedures referred to in Section 2.13 of the Deposit Agreement.

     “LIBOR” means, with respect to any Interest Period for a Loan (or other period determined by the Administrative Agent with respect to any overdue amount), the per annum rate as determined by the Administrative Agent for deposits in Dollars for a term coextensive with such Interest Period (or other period) and for an amount substantially equal to the then outstanding principal amount of the applicable Loan which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two Banking Days preceding the first day of such Interest Period (or other period). For purposes of the preceding sentence, LIBOR for any Interest Period (or other period) of a length for which rates do not appear on Telerate Page 3750 shall be determined by the Administrative Agent through the use of straight line interpolation by reference to two LIBOR rates appearing on Telerate Page 3750, one of which shall be the rate for the period of time next shorter than the length of the Interest Period (or other period) and the other of which shall be the rate for the period of time next longer than the length of the Interest Period (or other period). If no such rate appears on Telerate Page 3750, LIBOR shall mean the per annum rate, determined on the basis of the rates at which deposits in Dollars for a term coextensive with such Interest Period (or other period) and in an amount approximately equal to the then outstanding principal amount of the applicable Loan or overdue amount are offered by four major banks in the London interbank market, selected by the Administrative Agent, at approximately 11:00 a.m., London time, on the day that is two Banking Days preceding the first day of such Interest Period (or other period). If at least two such quotations are provided, LIBOR for such Interest Period (or other period) shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, LIBOR for such Interest Period (or other period) shall be the arithmetic mean of the per annum rates quoted by major banks in New York City, selected by the Administrative Agent, at approximately 11:00 a.m., New York City time, on such day for loans in Dollars to leading European banks for a term coextensive with such Interest Period (or other period) and in an amount approximately equal to the then outstanding principal amount of the applicable Loan or overdue amount. If such rate is not available at such time for any reason, then the rate for that Interest Period (or other period) will be determined by such alternate method as reasonably selected by the Administrative Agent. The then outstanding

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principal amount of the initial Loan for its initial Interest Period shall be deemed to be equal to the principal amount requested in the initial Loan Notice.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

     “Loan” has the meaning specified in Section 2.01.

     “Loan Documents” means this Agreement, each Note, the Personal Guaranty, the Citibank Agreement and the Collateral Documents.

     “Loan Notice” means a notice of the borrowing pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A.

     “Loan Parties” means, collectively, the Borrower and the Guarantor.

     “LTV Ratio” means, as of any date of determination, the percentage determined by dividing (a) the sum of (i) the aggregate principal amount of all Loans then outstanding, (ii) all accrued and unpaid interest thereon and (iii) all other monetary Obligations then outstanding by (b) the Collateral Value as of such date.

     “Make-Whole Amount” means, with respect to any voluntary prepayment of a Loan by the Borrower pursuant to Section 2.03(a), an amount equal to the product of (a) the principal amount of such Loan being prepaid in connection with such voluntary prepayment, (b) 6.70% and (c) 120/360.

     “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document; or (d) a material adverse effect on the value of the Collateral or the ability of the Collateral Agent, on behalf of the Secured Parties, or any Lender to exercise its remedies at the times and in the manner contemplated by the Security Agreement.

     “Material Contract” means any Contractual Obligation to which the Borrower is a party (other than the Loan Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

     “Maturity Date” means a day, which is the one-year anniversary of the Original Closing Date (or, if such day is not a Business Day, the immediately preceding Business Day).

     “Nomura” means Nomura Securities International, Inc.

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     “Note” means a promissory note made by the Borrower in favor of a Lender evidencing such Lender’s Ratable Share of the aggregate indebtedness of the Borrower resulting from the Loans, substantially in the form of Exhibit B.

     “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to the Loans, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

     “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, each certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

     “Original Closing Date” means November 19, 2009.

     “Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

     “Participant” has the meaning specified in Section 10.06(c).

     “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

     “Personal Guaranty” means a personal guaranty executed by the Guarantor guaranteeing the Obligations, dated as of the date hereof and substantially in the form of Exhibit F hereto.

     “Platform” has the meaning specified in Section 10.02(c).

     “Pledged ADS” has the meaning specified in the Security Agreement.

     “Ratable Share” of any amount means, with respect to any Lender at any time, the product of (a) a fraction the numerator of which is the amount of such Lender’s Commitment at such time and the denominator of which is the aggregate Commitments of all Lenders at such time and (b) such amount.

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     “Register” has the meaning specified in Section 2.07(b).

     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

     “Relative ADTV” means, as of any date of determination, a number equal to (a) the arithmetic average of the daily turnover of the ADS for each Exchange Day in the three months prior to such date (determined by using the daily turnover number displayed by Bloomberg using the function “FMCN” [Equity], [Go], [HP] for each such Exchange Day) divided by (b) the arithmetic average of the daily turnover of the Standard and Poor’s S&P 500 Index for each Exchange Day in the three months prior to such date (determined by using the daily turnover number displayed by Bloomberg using the function “SPX” [Index], [Go], [HP] for each such Exchange Day).

     “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or director of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

     “Required Lenders” means at any time Lenders owed at least 51% of the then aggregate outstanding principal amount of the Loans or, if no such principal amount is outstanding, Lenders having at least 51% of the amount of the Commitments.

     “Restricted ADS” means any Pledged ADS that are Restricted ADS (as defined in the Deposit Agreement).

     “Restricted Payment” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof).

     “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.

     “SEC” means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

     “Secured Party” has the meaning specified in the Security Agreement.

     “Securities Act” means the Securities Act of 1933.

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     “Securities Laws” means the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be in effect on any applicable date hereunder.

     “Security Agreement” means the Security Agreement to be executed by the Borrower substantially in the form of Exhibit D.

     “Solvent” means, with respect to any Person, that as of any date of determination, both (a) (i) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets; (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the projections delivered to the Administrative Agent or with respect to any transaction contemplated or undertaken after the Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe (or reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

     “Subscription Agreement” means the subscription agreement, dated as of September 23, 2009, between the Borrower and the Company relating to the Subscription Shares.

     “Subscription Shares” has the meaning set forth in Section 4.01(a)(xvi).

     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with

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any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender, an Agent or any Affiliate of the foregoing).

     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

     “Threshold Amount” means $[***].

     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

     “United States” and “U.S.” mean the United States of America.

     “Unrestricted ADS” means, as of any date of determination, the Pledged ADS that are not Restricted ADS.

     “Unused Commitment” means, as to any such Lender at any time, the amount of such Lender’s Commitment at such time minus such Lender’s Ratable Share of the aggregate principal amount of all Loans previously made (whether or not outstanding).

     “Waiver Letter” means the waiver letter, dated on or prior to the Closing Date, between the Borrower and the Company related to the Subscription Agreement in the form of Exhibit G.

     1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

          (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context

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requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document) in accordance with the terms hereof and thereof, (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise specified, refer to such Law as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

          (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

          (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

     1.03. Accounting Terms.

          (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, except as otherwise specifically prescribed herein.

          (b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Borrower, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Administrative Agent); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and/or the Lenders, as applicable, financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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     1.04. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable) in the United States.

ARTICLE II.
THE COMMITMENT AND LOANS

     2.01. Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make its Ratable Share of each loan (each, a “Loan”) to the Borrower, from time to time, on any Business Day during the Availability Period, in an amount not to exceed such Lender’s Unused Commitment. Any Loan, or a portion thereof, once repaid may not be reborrowed.

     2.02. Borrowing of the Loans.

          (a) Each borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent as provided herein. The aggregate principal amount requested to be borrowed at any one time must be greater than or equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Unless waived by the Lenders, such notice must be received by the Administrative Agent not later than 11:00 a.m. one Business Day, in the case of the initial notice, or three Business Days, in the case of any other notice, prior to the requested date of the borrowing. Each such notice shall be in the form of a Loan Notice which, among other things, shall specify (i) the requested date of the borrowing (which shall be a Business Day) and (ii) the principal amount of the Loan to be borrowed.

          (b) Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if a borrowing is the initial Loan, Section 4.01), the Lenders shall make the proceeds of each Loan available to the Administrative Agent who shall either (i) credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) transfer by wire transfer such proceeds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

          (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for a Loan upon determination of such interest rate.

     2.03. Prepayments.

          (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay any Loan in whole or in part in an amount equal to the sum of (a) the principal amount of the Loan being prepaid, (b) the applicable Make-Whole Amount and (c) the amount determined in accordance with Section 2.03(c); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., three Business Days prior to any date of prepayment, (ii) any prepayment shall be in an aggregate principal amount of at least $1,000,000 or, if less, the entire aggregate principal amount of the Loans then outstanding, (iii) no Default or Event of Default would occur after giving effect to such voluntary prepayment and (iv) the LTV Ratio, immediately after giving effect to such prepayment, would be equal to or less than [***]%. Each such notice shall be irrevocable and

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shall specify the date of such prepayment, the amount of principal being prepaid and the applicable prepayment amount. The Borrower shall make such prepayment (which prepayment may be made, in whole or in part, by the Borrower instructing the Collateral Agent pursuant to Section 3(g) of the Security Agreement to deposit sale proceeds with respect to the Pledged ADS sold for the purpose of making such prepayment on deposit in the Collateral Account into the Agent Account on the Borrower’s behalf) and the related prepayment amount specified in such notice shall be due and payable on the date specified therein.

          (b) Not later than the close of business on the second Hong Kong Business Day immediately after receipt of notice from the Administrative Agent of the occurrence of a Collateral Shortfall, the Borrower shall prepay the Loans then outstanding in an amount sufficient to cause the LTV Ratio, immediately after giving effect to such prepayment, to be equal to or less than [***]%.

          (c) Each prepayment pursuant this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04.

     2.04. Repayment of the Loans. The Borrower shall repay to the Administrative Agent on the Maturity Date for the ratable account of the Lenders the aggregate principal amount of the Loans outstanding on such date together with all accrued interest thereon.

     2.05. Interest.

          (a) Subject to the provisions of subsection (b) below, (i) each Loan shall bear interest on the outstanding principal amount thereof for each Interest Period from the first day of such period to the last day thereof at a rate per annum equal to the applicable Floating Rate for such Interest Period.

          (b) (i) If any amount payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, to the fullest extent permitted by applicable Laws, such amount shall thereafter bear interest at a rate per annum equal to the sum of (i) the Floating Rate applicable to such amount and (ii) 2.0% for each day until such amount and any interest thereon is paid in full.

     (ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

          (c) Except as expressly provided herein, accrued interest on each Loan shall be payable in arrears on each Interest Payment Date. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

     2.06. Computations. All computations of interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Interest shall accrue on a Loan for the day on which such Loan is

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made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.08(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate hereunder and any other calculation or determination made hereunder by an Agent shall be conclusive and binding for all purposes, absent manifest error. Any Interest Period stated to end on a day numerically corresponding to a given day in a specified month thereafter shall, if there is no corresponding day, end on the last Business Day of such month.

     2.07. Evidence of Debt.

          (a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations to such Lender, including the portion of each Loan made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Obligations owed to such Lender in respect of the Loans; provided further that, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

          (b) Register. The Administrative Agent shall maintain a register for the recordation of the names and addresses of Lenders and each Lender’s Ratable Share of each Loan from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record in the Register each Loan, and each repayment or prepayment in respect of the principal amount thereof, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that, failure to make any such recordation, or any error in such recordation, shall not affect any Obligations.

          (c) Notes. With respect to each Loan, upon the request of a Lender, the Borrower shall execute and deliver to the Lender a Note (with a copy to the Administrative Agent), which shall evidence such Lender’s Ratable Share of such Loan in addition to the foregoing accounts or records. A Lender may attach schedules to a Note and endorse thereon the date, amount and maturity of its Ratable Share of the related Loan and payments with respect thereto.

     2.08. Payments Generally.

          (a) All payments to be made by or on account of any obligation of the Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by or on account of any obligation of the Borrower hereunder shall be made to the Administrative Agent at the Agent Account in Dollars and in immediately available funds not later than 3:00 p.m. on the date specified herein. All payments received by the Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest shall continue to accrue.

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          (b) Except to the extent otherwise provided herein, the Loans, each payment or prepayment of principal of the Loans, and each payment of interest on the Loans, shall be allocated among the Lenders pro rata in accordance with their Ratable Shares. The Administrative Agent agrees to forward to the Lenders such principal, interest and other payments on the same Business Day as such amounts are received, collected or applied by the Administrative Agent from the Borrower, unless the Administrative Agent receives such amounts after 11:00 a.m. in which case such payments shall be forwarded by the Administrative Agent to the Lenders on the next Business Day.

          (c) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the applicable LIBOR, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

          (d) If any payment to be made by or on account of any obligation of the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest.

          (e) Nothing herein shall be deemed to obligate a Lender to obtain the funds for its Ratable Share of a Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Ratable Share of any Loan in any particular place or manner.

     2.09. Sharing of Payments, Etc. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any portion of the Loans owing to such Lender under this Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including pursuant to a Debtor Relief Law) in excess of its Ratable Share of the amounts owed to it hereunder, such Lender shall promptly notify the Administrative Agent of such fact and purchase from the other Lenders a participation in their portion of the Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable portion as provided for in this Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

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ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01. Taxes.

          (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable to any Lender or Agent, as the case may be, shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Lender or Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

          (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

          (c) Indemnification by the Borrower. The Borrower shall indemnify each Lender and Agent, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Lender or Agent, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the applicable Lender or Agent shall be conclusive absent manifest error.

          (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the affected Lender or Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to such Lender or Agent.

     3.02. Illegality. If a Lender determines (after consultation with the Administrative Agent) that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender to make, maintain or fund any Loan, or to determine or charge interest rates based upon the Floating Rate, or any Governmental Authority has imposed material restrictions on the authority of a Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Administrative Agent and the Borrower, any obligation of such Lender to make or continue a Loan shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from the Lender, prepay such Lender’s Ratable Share of each affected Loan,

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either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain its portion of such Loan to such day, or immediately, if such Lender may not lawfully continue to maintain its portion of such Loan. Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid.

     3.03. Increased Costs; Reserves.

          (a) Increased Costs Generally. If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, a Lender (except any reserve requirement reflected in the Floating Rate);

     (ii) subject a Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

     (iii) impose on a Lender or the London interbank market any other condition, cost or expense affecting this Agreement or the portion of any Loan made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining its portion of any Loan (or of maintaining its obligation to make its portion of any Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

          (b) Capital Requirements. If a Lender determines that any Change in Law affecting such Lender or its holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of its holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the portion of the Loans made by such Lender to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered.

          (c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Administrative Agent and the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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          (d) Delay in Requests. Failure or delay on the part of a Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate such Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

     3.04. Compensation for Losses. Upon demand of a Lender from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

          (a) any payment or prepayment of any Loan on a day other than the last day of an Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

          (b) any failure by the Borrower (for a reason other than the failure of such Lender to make available on any date specified herein its portion of such Loan) to prepay or borrow any Loan on any date or in the amount specified herein,

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to a Lender under this Section 3.04, such Lender shall be deemed to have funded its Ratable Share of any Loan at the Floating Rate for such portion of such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such portion of such Loan was in fact so funded.

     3.05. Mitigation Obligations. If a Lender requests compensation under Section 3.03, or the Borrower is required to pay any additional amount to a Lender, an Agent or any Governmental Authority for the account of such Lender or Agent pursuant to Section 3.01, or if a Lender gives a notice pursuant to Section 3.02, then such Lender or Agent, as the case may be, shall use reasonable efforts to designate a different lending office for funding or booking the Loans, or its portion thereof, hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates and to take any other actions reasonable in the sole judgment of such Lender or Agent, if, in the sole judgment of such Lender or Agent, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.03, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or

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Agent. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by a Lender or Agent in connection with any such designation, assignment or action.

     3.06. Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Commitments and repayment of all Obligations under the Loan Documents.

ARTICLE IV.
CONDITIONS PRECEDENT TO THE LOANS

     4.01. Conditions of Initial Loan. The obligation of the Lenders to make the initial Loan hereunder (and, for purposes of this Agreement, to make the payment of the Repayment Amount under, and as defined in, the Citibank Agreement) is subject to satisfaction of the following conditions precedent and (except for any Notes) in sufficient copies for each Lender:

          (a) Receipt by the Administrative Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:

     (i) executed counterparts of this Agreement, sufficient in number for distribution to each Lender, the Administrative Agent and the Borrower;

     (ii) if requested by a Lender, a Note executed by the Borrower;

     (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;

     (iv) evidence reasonably satisfactory to the Administrative Agent of the capital structure of the Borrower, which may be the same evidence presented to Citibank on or prior to the Original Closing Date;

     (v) a long form good standing certificate from the Registrar of Companies for the British Virgin Islands and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed under the Laws of the British Virgin Islands, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

     (vi) copies of the Borrower Financial Statements;

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     (vii) a favorable opinion of each of Simpson Thacher & Bartlett LLP and Conyers Dill & Pearman, counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and addressed to the Lenders and the Agents;

     (viii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

     (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.02 have been satisfied and (B) there has been no event or circumstance since the date hereof that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

     (x) evidence of the results of searches for Liens and judgments against the Borrower satisfactory to the Collateral Agent;

     (xi) all applicable “know your customer” and other account opening documentation required by the Administrative Agent to be provided by the Borrower;

     (xii) the Issuer Consent Letter duly executed by all parties thereto;

     (xiii) the Personal Guaranty duly executed by the Guarantor;

     (xiv) the Waiver Letter duly executed by all parties thereto;

     (xv) a copy of the Letter Agreement duly executed by all parties thereto;

     (xvi) evidence reasonably satisfactory to the Administrative Agent of (A) the establishment of procedures, satisfactory to the Administrative Agent, under Section 2.13 of the Deposit Agreement allowing for the deposit with the Depositary (as defined in the Deposit Agreement) of ordinary shares of the Company purchased by the Borrower under the Subscription Agreement (the “Subscription Shares”), which may be the same evidence presented to Citibank on or prior to the Original Closing Date, (B) the deposit of the Subscription Shares with the Depositary in accordance with such procedures, which may be the same evidence presented to Citibank on or prior to the Original Closing Date; and (C) the transfer by the Depositary of the Pledged ADS to (and registered in the name of) the custodian of the Collateral Agent;

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     (xvii) a letter from the Process Agent confirming its appointment in accordance with Section 10.02(f) and Section 6(b) of the Personal Guaranty; and

     (xviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Lenders reasonably may require due to any event or occurrence that occurs prior to the Closing Date that could be expected to have a Material Adverse Effect.

          (b) The Collateral Requirement shall have been satisfied.

          (c) Subject to Section 10.04(a), the Borrower shall have paid all fees, charges and disbursements of counsel to the Lenders and the Agents to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute a reasonable estimate of such fees, charges and disbursements incurred or to be incurred by the Agents and the Lenders through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower, the Lenders and the Agents).

     4.02. Conditions to All Loans. The obligation of the Lenders to make any Loan is subject to satisfaction of the following conditions precedent:

          (a) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished under or in connection herewith or therewith, are true and correct on and as of the date of such Loan, before and after giving effect to the borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided that, for purposes of this Section 4.02, the representations and warranties contained in Section 5.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

          (b) No Default exists as of the date of such Loan or would result from the Loan or from the application of the proceeds thereof.

          (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof, except that no Loan Notice shall be required by the Lenders and the Administrative Agent with respect to the initial Loan made hereunder (which the parties acknowledge will be made in the form of the payment of the Repayment Amount under, and as defined in, the Citibank Agreement).

          (d) The LTV Ratio (as defined in the MLA (as defined in the Citibank Agreement)), calculated based on the Closing Price on November 17, 2009, after giving effect to the Initial Loan (as defined in the Citibank Agreement), did not exceed [***]%.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lenders and the Agents that:

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     5.01. Existence, Qualification and Power; Compliance with Laws. The Borrower (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business (except to the extent that failure to have such governmental licenses, authorization, consents and approvals could not reasonably be expected to have a Material Adverse Effect) and (ii) execute, deliver and perform its obligations under the Loan Documents (to the extent a party thereto), (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all applicable Laws; except in each case referred to in clause (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     5.02. Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than the Liens created by the Collateral Documents) under, or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower is subject; or (c) violate any Law.

     5.03. Binding Effect. This Agreement has been, and each other Loan Document to which the Borrower is a party when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

     5.04. Financial Statements; No Material Adverse Effect.

          (a) The Borrower Financial Statements (i) fairly present the financial condition of the Borrower as of the date thereof and (ii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

          (b) Since the date of the Borrower Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

     5.05. Disclosure. The Borrower has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which it or any of the Collateral is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information concerning the Borrower furnished (whether in writing or orally) by or on behalf of the Borrower to the Administrative Agent or the Lenders in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder

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or under any other Loan Document contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to any projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

     5.06. Litigation. Except for the legal proceeding In re Focus Media Holding Limited Litigation described under Item 8.A — “Legal Proceedings” in the annual report on Form 20-F of the Company, as filed on June 30, 2009, there are no actions, suits, investigations, proceedings, claims or disputes pending or, to the best knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its properties that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

     5.07. No Default. The Borrower is not in default under or with respect to any Material Contract. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

     5.08. Compliance with Laws. The Borrower is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

     5.09. Taxes. The Borrower has filed all material tax returns and reports required to be filed with any Governmental Authority, and has paid all material taxes, assessments, fees and other governmental charges levied or imposed by any Governmental Authority upon it or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower that could reasonably be expected, if made, to have a Material Adverse Effect. The Borrower is not party to any tax sharing agreement.

     5.10. Assets; Liens. As of the date of the most recently delivered Borrower Financial Statements, the Borrower has no assets other than those specified in such Borrower Financial Statements and is not engaged in any activity other than investing in securities. The assets of the Borrower are subject to no Liens, other than Liens permitted by Section 7.01.

     5.11. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document, except for filings or recordings with respect to the Collateral to be made, or otherwise delivered for filing and/or recordation, as of the Closing Date.

     5.12. Reserved.

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     5.13. Reserved.

     5.14. Reserved.

     5.15. Margin Regulations; Investment Company Act.

          (a) None of the transactions contemplated by the Loan Documents (including the Loans and the use of proceeds thereof) will violate or result in a violation of Section 7 of the Exchange Act or any regulations issued pursuant thereto, including Regulations T, U and X of the FRB.

          (b) Neither the Borrower nor any Person Controlling the Borrower is, or is required to be registered as, an “investment company” under the Investment Company Act of 1940.

     5.16. Reserved.

     5.17. Subsidiaries; Equity Interests. The Borrower has no Subsidiaries or employees. The Borrower has no equity investments in any Person other than those specified in the most recent Borrower Financial Statements delivered by it to the Administrative Agent pursuant to Section 6.01. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and nonassessable and are owned by the Guarantor free and clear of all Liens.

     5.18. Reserved.

     5.19. Solvency. The Borrower is, and upon the incurrence of any Obligations by the Borrower on any date on which this representation and warranty is made or deemed made, will be, Solvent.

     5.20. Trading and Other Restrictions.

          (a) The Pledged ADS are not subject to any restrictions on transfer, other than, with respect to the Restricted ADS, the restrictions on transfer in the Subscription Agreement not otherwise waived by the Company under the Waiver Letter.

          (b) The holding period (as determined in accordance with Rule 144 under the Securities Act) of the Borrower as to (i) the ordinary shares underlying the Unrestricted ADS has exceeded one year and (ii) the Restricted ADS began on November 19, 2009.

          (c) Neither the Pledged ADS nor the shares underlying the Pledged ADS are subject to any shareholders agreement or any voting or other contractual restrictions.

ARTICLE VI.
AFFIRMATIVE COVENANTS

     So long as the Commitments shall be in effect or any Loan or other Obligations shall remain unpaid or unsatisfied, the Borrower shall:

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     6.01. Financial Statements. Deliver to the Administrative Agent, in sufficient copies for each Lender and in form and detail satisfactory to the Administrative Agent, on the Business Day immediately following the end of each fiscal quarter of the Borrower, (a) the most recent account statements of the Borrower with respect to each asset then owned by the Borrower and (b) a certificate of a Responsible Officer (i) certifying that the aforementioned account statements are true, correct and complete and that the Borrower has no other assets other than those evidenced by such account statements and (ii) containing a list of all Indebtedness, tax liabilities and/or commitments of the Borrower, a description of the material terms of each item on such list (including the amount of any liability thereunder, whether contingent, direct or otherwise, the due date for each such liability, the total unfunded commitment, if any, and the rate of interest, if any, applicable thereto) and a certification that such list is true, correct and complete and that the Borrower has no other Indebtedness, tax liabilities or commitments other than those set forth on such list.

     6.02. Certificates; Other Information. Deliver to the Administrative Agent, in sufficient copies for each Lender and in form and detail satisfactory to the Administrative Agent:

          (a) concurrently with the delivery of the Borrower Financial Statements referred to in Section 6.01, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;

          (b) promptly, and in any event within five Business Days after receipt thereof by the Borrower or any Affiliate of the Borrower that Controls the Borrower, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any such Affiliate; and

          (c) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower, or compliance with the terms of the Loan Documents, as Administrative Agent or any Lender may from time to time reasonably request.

     6.03. Notices. Promptly notify the Administrative Agent:

          (a) of the occurrence of any Default;

          (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower; (ii) any dispute, litigation, investigation, subpoena, regulatory action, proceeding or suspension between the Borrower and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower;

          (c) of the occurrence of a Change of Control; and

          (d) of any material change in accounting policies or financial reporting practices by the Borrower.

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Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

     6.04. Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by it; (b) all lawful claims which, if unpaid, would by Law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable.

     6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing as a corporation under the Laws of the jurisdictions of its organization and (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     6.06. Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     6.07. Reserved.

     6.08. Compliance with Laws and Material Contracts. (a) Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect; and (b) perform its obligations under all Material Contracts.

     6.09. Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower.

     6.10. Use of Proceeds. Use the proceeds of the Loans to purchase the Subscription Shares pursuant to the Subscription Agreement.

     6.11. Visitation Rights. (a) At any reasonable time and from time to time, permit any Agent or any Lender or any agents or representatives thereof, at their own expense, to examine and make copies of and abstracts from the records and books of account of, and (b) no more than two times prior to the Maturity Date (except at any time when an Event of Default has occurred and is continuing), visit the properties of the Borrower and discuss the affairs, finances and

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accounts of the Borrower with any of its officers or directors to ensure compliance by the Borrower with its obligations hereunder.

     6.12. Further Assurances. The Borrower shall promptly, at its sole cost and expense, execute and deliver to the Agents and the Lenders such further instruments and documents, and take such further action, as the Agents or the Lenders may, at any time and from time to time, reasonably request in order to carry out the intent and purpose of the Loan Documents and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of the Secured Parties hereby and thereby. The Borrower shall pay, or reimburse the Collateral Agent upon demand for, any and all reasonable fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation and protection of the Collateral Agent’s Lien, on behalf of the Secured Parties, on the assets of the Borrower under the Loan Documents including reasonable legal fees, other fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of such assets of the Borrower, other fees, costs and expenses in connection with protecting, maintaining or preserving such assets of the Borrower, the Collateral Agent’s and the Secured Parties’ interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or related to such assets of the Borrower; and all such amounts that are paid by the Collateral Agent or any Secured Party shall, until reimbursed by the Borrower, constitute Obligations secured by such assets of the Borrower.

ARTICLE VII.
NEGATIVE COVENANTS

     So long as the Commitments shall be in effect or any the Loan or other Obligations shall remain unpaid or unsatisfied, the Borrower shall not directly or indirectly:

     7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of the Collateral other than Liens pursuant to any Loan Document.

     7.02. Reserved.

     7.03. Fundamental Changes. Dissolve, liquidate, merge or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person.

     7.04. Dispositions. Make any Disposition or enter into any agreement to make any Disposition unless (a) no Default shall exist or would result from such Disposition; (b) such Disposition shall be for fair market value in an arm’s length transaction; and (c) such Disposition shall consist of property other than Collateral.

     7.05. Reserved.

     7.06. Change in Activity. (a) Engage in any activity other than investing in securities, (b) without the consent of the Required Lenders (such consent not to be unreasonably withheld),

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amend its Organization Documents, the Subscription Agreement or the Waiver Letter or (c) change its capital structure.

     7.07. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower as would be obtainable by the Borrower at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

     7.08. Reserved.

     7.09. No Subsidiaries. Form any Subsidiaries or conduct any business or hold any assets through any Subsidiary.

     7.10. Collateral. Take any action that shall impair the Collateral or the Collateral Agent’s rights therein.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

     8.01. Events of Default. Any of the following shall constitute an Event of Default:

          (a) Non-Payment. A Loan Party fails to pay when and as required to be paid herein, any amount of principal of any Loan or any other amount payable hereunder or under any other Loan Document; or

          (b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 2.03(b), Section 6.01, 6.02, 6.03, 6.05(a) or 6.10, Article VII or Section 10.06(b) of this Agreement or in Sections 3(b), (d), (e), and (i) of the Security Agreement; or

          (c) Other Defaults. Any Loan Party shall fail to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues unremedied for 30 days; or

          (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document or in any certificate, financial statement or other document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

          (e) Cross-Default. (i) Any Loan Party fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder) having an aggregate principal amount of more than the Threshold Amount; (ii) any Loan Party fails to observe or perform any other agreement or condition relating to any such Indebtedness or

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Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party as a result thereof is greater than the Threshold Amount; or

          (f) Delisting of ADS. (i) There is an announcement by The NASDAQ Stock Market, Inc. or the NASDAQ Global Market that the ADS will be delisted from the NASDAQ Global Market within seven Business Days and The NASDAQ Stock Market, Inc. or the NASDAQ Global Market, as the case may be, does not subsequently announce, within three Business Days of the original announcement, a decision to not delist the ADS or (ii) there is an announcement by The NASDAQ Stock Market, Inc. or the NASDAQ Global Market that the ADS will be delisted from the NASDAQ Global Market in more than seven Business Days and The NASDAQ Stock Market, Inc. or the NASDAQ Global Market, as the case may be, does not subsequently announce, within five Business Days of the original announcement, a decision to not delist the ADS; or

          (g) Suspension of Trading. There is a suspension of trading in the ADS and such suspension continues for more than two consecutive weeks and five Business Days have elapsed since the end of such two-week period;

          (h) Reduction in Relative ADTV. On any day, the Relative ADTV is [***]% lower than the Relative ADTV as of November 19, 2009 and five Business Days have elapsed since such day; or

          (i) Intraday Price Minimum. At any time on any Exchange Day, the last quoted price for an ADS is less than $[***] and two Business Days have elapsed since such Exchange Day; or

          (j) Insolvency Proceedings, Etc. The Borrower, the Company or any Affiliate of the Borrower or the Company that Controls the Borrower or the Company, as the case may be, institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged for 30 days; or any

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proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed for 30 days, or an order for relief is entered in any such proceeding; or

          (k) Inability to Pay Debts; Attachment. (i) The Borrower, the Company or any Affiliate of the Borrower or the Company that Controls the Borrower or the Company, as the case may be, becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released or vacated within 30 days after its issue or levy; or

          (l) Judgments. There is entered against the Borrower (i) a final judgment, decree or order for the payment of money in an aggregate amount exceeding the Threshold Amount or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced upon such judgment or order or (B) such judgment, order or decree shall not have been vacated or discharged within 30 days from entry; or

          (m) Invalidity of Loan Documents. Any provision of any Loan Document at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document or any Loan Party denies that any Loan Party has any or further liability or obligation under any Loan Document or purports to revoke, terminate or rescind any provision of any Loan Document; or

          (n) Lien Defects. Any Lien created by any of the Collateral Documents shall at any time fail to constitute a valid and perfected Lien on all of the Collateral purported to be subject thereto, securing the Obligations purported to be secured thereby, subject to no prior or equal Lien, or any Loan Party (or, with respect to any Collateral consisting of securities or security entitlements (each as defined in Section 8-102 of the UCC), the party having control (as defined in Sections 8-106 and 9-106 of the UCC) of such Collateral) shall so assert in writing, other than any such failure arising or resulting from any action or inaction on the part of the Collateral Agent or a Secured Party; or

          (o) Material Adverse Change. Any event shall occur which has had or could reasonably be expected to have a Material Adverse Effect as determined by the Required Lenders in their sole discretion; or

          (p) Change of Control. There occurs any Change of Control that has a Material Adverse Effect as determined by the Required Lenders in their sole discretion and four Business Days have elapsed since the occurrence of such Change of Control; or

          (q) Certain Other Transactions. The Borrower or any of its Affiliates enters into any financing arrangement (or other arrangement having the effect thereof including any

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Swap Contract or other derivative transaction) secured by shares of the Company or ADS without the prior written consent of the Administrative Agent; or

          (r) Removal of Depositary. Citibank is removed other than for cause as depositary under the Deposit Agreement.

     8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, any Agent may and, upon request from the Required Lenders, shall take any or all of the following actions:

          (a) declare the Commitments to be terminated, whereupon the Commitments shall be terminated;

          (b) declare the unpaid principal amount of the Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

          (c) exercise all rights and remedies available to it under the Loan Documents (including the enforcement of any and all Liens created pursuant to the Collateral Documents) and applicable Law;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code or any other similar Debtor Relief Law, the Commitments shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of any Lender or Agent.

     8.03. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent to repay each Lender and Agent its ratable share of the Obligations.

ARTICLE IX.
AGENTS

     9.01. Authorization and Authority. Each Lender hereby irrevocably appoints Nomura to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes each Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary or otherwise of any of such provisions.

     9.02. Agent Individually.

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          (a) The Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not such Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

          (b) Each Lender understands that the Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 9.02 as “Activities”) and may engage in the Activities with or on behalf of the Borrower or its Affiliates. Furthermore, an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrower and its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower or its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrower and its Affiliates. Each Lender understands and agrees that in engaging in the Activities, an Agent’s Group may receive or otherwise obtain information concerning the Borrower and its Affiliates (including information concerning the ability of the Borrower to perform its obligations hereunder or under the other Loan Documents) which information may not be available to any of the Lenders that are not members of an Agent’s Group. No Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender or use on behalf of the Lenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any Affiliate thereof) or to account for any revenue or profits obtained in connection with the Activities, except that an Agent shall deliver or otherwise make available to each Lender such documents as are expressly required by this Agreement to be transmitted by an Agent to the Lenders.

          (c) Each Lender further understands that there may be situations where members of an Agent’s Group or their respective customers (including the Borrower and its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lenders (including the interests of the Lenders hereunder). Each Lender agrees that no member of an Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of such Agent’s Group, and that each member of an Agent’s Group may undertake any Activities without further consultation with or notification to any Lender. None of (i) the Loan Documents, (ii) the receipt by an Agent’s Group of information (including Information) concerning the Borrower or its Affiliates (including information concerning the ability of the Borrower to perform its obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including any duty of trust or

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confidence) owing by an Agent or any member of such Agent’s Group to any Lender including any such duty that would prevent or restrict an Agent’s Group from acting on behalf of customers (including the Borrower or its Affiliates) or for its own account.

     9.03. Duties of the Agents; Exculpatory Provisions.

          (a) An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein or therein. Without limiting the generality of the foregoing, an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein), provided that an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to this Agreement or applicable Law.

          (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 or 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender shall have given notice to such Agent describing such Default or Event of Default and such event or events.

          (c) No Agent nor any member of an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created hereby or thereby or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to an Agent.

          (d) Nothing in this Agreement shall require an Agent or any of its Related Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender and each Lender confirms to the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by an Agent or any of its Related Parties.

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     9.04. Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless an officer of an Agent responsible for the transactions contemplated hereby shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

     9.05. Delegation of Duties. An Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Documents by or through any one or more sub agents appointed by such Agent, and such Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties, provided, in each case that no such delegation to a sub-agent or a Related Party shall release an Agent from any of its obligations hereunder. Each such sub agent and the Related Parties of an Agent and each such sub agent shall be entitled to the benefits of all provisions of this Article IX and Section 10.04 (as though such sub-agents were the “Agent” hereunder and under the other Loan Documents) as if set forth in full herein with respect thereto.

     9.06. Resignation of Agent. An Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three Business Days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Loan Documents but shall not be relieved of any of its obligations as a Lender and (ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as an Agent

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hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as an Agent hereunder and/or under the other Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent.

     9.07. Non-Reliance on the Agents and Other Lenders.

          (a) Each Lender confirms to the Agents, each other Lender and each of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on the Agents, any other Lender or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its portion of the Loans and (z) taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making its portion of the Loans is suitable and appropriate for it.

          (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Loan Documents, (ii) it has, independently and without reliance upon the Agents, any other Lender or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information as it has deemed appropriate and (iii) it will, independently and without reliance upon the Agents, any other Lender or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Loan Documents based on such documents and information as it shall from time to time deem appropriate, which may include, in each case:

     (i) the financial condition, status and capitalization of the Borrower;

     (ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and the other Loan Documents and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement;

     (iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition;

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     (iv) the adequacy, accuracy and/or completeness of any other information delivered by the Agents, any other Lender or by any of their respective Related Parties under or in connection with this Agreement, the other Loan Documents, the transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with this Agreement.

     9.08. Collateral Documents and Personal Guaranty. Each Lender hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Lenders with respect to the Personal Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.01, without further written consent or authorization from the Lenders, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or thereby or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.01) have otherwise consented.

ARTICLE X.
MISCELLANEOUS

     10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 4.01 or Section 4.02, (b) increase the Commitments of the Lenders, (c) reduce the principal of, or interest on, any Loan or any other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Loan or any other amounts payable hereunder, (e) reduce or limit the obligations of the Guarantor under the Personal Guaranty or release any material part of the Collateral, (f) release or otherwise limit the Borrower’s liability with respect to its obligations under Article VII, (g) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (h) amend the definition of “Required Lenders” or this Section 10.01; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or any other Loan Document.

     10.02. Notices; Effectiveness; Electronic Communication.

          (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or

39

registered mail or sent by facsimile transmission, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02.

     Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

          (b) Electronic Communications. Notices and other communications to any Person hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by such Person. An Agent, a Lender or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

     Unless a Person otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

          (c) So long as Nomura or any of its Affiliates is the Administrative Agent, materials required to be delivered pursuant to Section 6.01 may be delivered to the Administrative Agent in an electronic medium in a format acceptable to the Administrative Agent and the Lenders by e-mail at william.brett@nomura.com. The Borrower agrees that the Administrative Agent may make such materials, as well as any other written information, documents, instruments and other material relating to the Borrower or any other materials or matters relating to this Agreement, the other Loan Documents or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on a password protected internet website such as Intralinks (the “Platform”). The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agents nor any of their Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose,

40

non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agents or any of their Affiliates in connection with the Platform.

          (d) Change of Address, Etc. Each of the Borrower, an Agent and a Lender may change its address, facsimile number or telephone number for notices and other communications hereunder by notice to the other party.

          (e) Reliance. Each Lender and Agent shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Lenders, the Agents and each of their Related Parties from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with a Lender or an Agent may be recorded by such Lender or Agent and the Borrower hereby consents to such recording.

          (f) Process Agent. The Borrower hereby agrees that service of all writs, process and summonses in any suit, action or proceeding brought under any Loan Document, except for the Citibank Agreement, in the State of New York may be made upon National Registered Agents, Inc. (the “Process Agent”), and the Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the validity of such service or of any judgment based thereon. The Borrower hereby further irrevocably consents to the service of process in any suit, action or proceeding in the manner provided in Section 10.13(d).

     10.03. No Waiver; Cumulative Remedies. No failure by an Agent or a Lender to exercise, and no delay by an Agent or a Lender in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

     10.04. Expenses; Indemnity; Damage Waiver.

          (a) Costs and Expenses. The Borrower shall pay (i) all out of pocket expenses incurred by the Lenders, the Agents and their Affiliates (including the fees, charges and disbursements of counsel for any of the foregoing) in connection with (A) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents (provided that payment of such counsel fees, charges and disbursements shall be capped at $100,000), (B) the administration of this Agreement and the other Loan Documents and (C) any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out of pocket expenses incurred by the Lenders, the Agents and their Affiliates (including the fees, charges and

41

disbursements of any counsel for any of the foregoing) in connection with the enforcement or protection of their rights (A) in connection with this Agreement and the other Loan Documents, including their rights under this Section, or (B) in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of any Loan.

          (b) Indemnification by the Borrower. The Borrower shall indemnify each Lender, each Agent and each of their Related Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Loans or the use or proposed use of the proceeds therefrom, (iii) establishing, terminating, liquidating or reestablishing any hedging transaction relating to this Agreement or the Collateral following the occurrence of an Event of Default, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, brought by any Person, and regardless of whether any Indemnitee is a party thereto; provided; that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

          (c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

          (d) Payments. All amounts due under this Section shall be payable by the Borrower on demand therefor.

          (e) Survival. The agreements in this Section shall survive the termination of the Commitments and repayment of all Obligations under the Loan Documents.

     10.05. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to an Agent or the Lenders (or an Agent on behalf of the Lenders), or a Lender or an Agent exercises its right of setoff, and such payment or the proceeds of such setoff or any

42

part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Lender or Agent in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

     10.06. Successors and Assigns.

          (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Required Lenders and a Lender may not assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (c) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (d) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (c) of this Section and, to the extent expressly contemplated hereby, the Indemnitees and Affiliates of the Lenders and the Agents) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment or the portion of the Loans at the time owing to it) pursuant to documentation acceptable to such Lender, the Administrative Agent and the assignee; provided that each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $1,500,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in such documentation, such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement, and such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 3.06, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto.

          (c) Participations. A Lender may at any time, without the consent of the Borrower or the Administrative Agent, sell participations to any Person (other than the Borrower

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or any of its Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment or the portion of the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the Borrower, the other Lenders and the Administrative Agent for the performance of such obligations and (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

          (d) Certain Pledges. A Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under a Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank.

     10.07. Confidentiality. The Lenders and the Agents agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to any of their Affiliates and to their and their Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by applicable Laws or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (and its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to a Lender or Agent or any of their Affiliates on a nonconfidential basis from a source other than the Borrower.

     For purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower, other than any such information that is available to a Lender or Agent on a nonconfidential basis prior to disclosure by the Borrower, provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

     10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general

44

or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any of its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or any such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of a Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

     10.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If a Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of such Lender’s portion of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by a Lender exceeds the Maximum Rate, such Lender may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.

     10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by each of the Lenders and the Agents and when each Lender and Agent shall have received a counterpart hereof that bears the signature of the Borrower. Delivery of an executed counterpart of a signature page of this Agreement via telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

     10.11. Survival of Representations and Warranties. All representations and warranties made hereunder, in any Loan Notice and in any other Loan Document or other document required to be delivered pursuant hereto or thereto or required to be delivered in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Lenders and the Agents, regardless of any investigation made by any Lender or Agent or on its behalf and notwithstanding that any Lender or Agent may have had notice or knowledge of any Default at

45

the time of a Loan, and shall continue in full force and effect as long as the Commitments are not terminated or the Loans or any other Obligation shall remain unpaid or unsatisfied.

     10.12. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     10.13. Governing Law; Jurisdiction; Etc.

          (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

          (b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY LENDER OR AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

          (c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT

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PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

          (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     10.14. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

     10.15. Judgment.

          (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due under any Loan Document in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at its principal office at 11:00 A.M. on the Business Day preceding that on which final judgment is given.

          (b) The obligations of the Borrower in respect of any sum due to a Lender or an Agent, as the case may be, under any Loan Document shall, notwithstanding any judgment in any currency other than Dollars, be discharged only to the extent that on the Business Day following receipt by such Lender or Agent of any sum adjudged to be so due in such other currency, such Lender or Agent may in accordance with normal banking procedures purchase Dollars with such other currency. If the amount of Dollars so purchased is less than such sum due to such Lender or Agent, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or Agent against such loss, and if the amount of Dollars so purchased exceeds such sum due to such Lender or Agent, such Lender or Agent agrees to remit to the Borrower such excess.

     10.16. USA Patriot Act Notice. Each Lender and Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into Law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or Agent to identify the Borrower in accordance with the Act. The Borrower agrees to provide such information and take such actions as are reasonably requested by such Lender or Agent in order to assist such Lender or Agent in maintaining compliance with its procedures, the Patriot Act and any other applicable Laws.

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     10.17. Bankruptcy Code. The parties hereto agree that, to the fullest extent permitted by applicable Law, this Agreement is a “securities contract” as such term is defined in Section 741(7) of the Bankruptcy Code, qualifying for protection under Section 555 of the Bankruptcy Code; any cash, securities or other property provided as Collateral constitute “margin payments” as defined in Section 741(5) of the Bankruptcy Code and all payments for, under or in connection with this Agreement constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code.

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

	JJ MEDIA INVESTMENT HOLDING LIMITED
	By:	/s/ Jason Nanchun Jiang
		Name:	Jason Nanchun Jiang
		Title:	Director
	NOMURA SECURITIES INTERNATIONAL, INC., as Collateral Agent, Administrative Agent and Lender
Commitment: $42,600,000	By:	/s/ William Brett
		Name:	William Brett
		Title:	Managing Director

Schedule 10.02

Addresses for Notices

JJ MEDIA INVESTMENT HOLDING LIMITED
c/o Focus Media Holding Limited
28-30 /F, Zhao Feng World Trade Building
369 Jiangsa Road
Shanghai 200050
People’s Republic of China
Attn: Jason Jiang
Telephone: 8621-2216-4088
Fax: 8621-2216-4174

NOMURA SECURITIES INTERNATIONAL, INC.,
as Collateral Agent, Administrative Agent and Lender
2 World Financial Center, Building B
New York, NY 10281-1198
Attn: William Brett
Telephone: (212) 667-2121
Fax: (212) 587-8621

Administrative Agent Account Information:

Bank: Chase Manhattan Bank NY
ABA: 021-000-021
A/C: 400337614
F/O: NSI NY

Sch. 10.02-1

Exhibit A

Form of Loan Notice

Exhibit B

Form of Note

Exhibit C

Form of Compliance Certificate

Exhibit D

Form of Security Agreement

D-1

Exhibit E

Form of Issuer Consent Letter

E-1

Exhibit F

Form of Personal Guaranty

F-1

Exhibit G

Form of Waiver Letter

G-1

EX-99.9

Exhibit 99.9

EXECUTION COPY

SECURITY AGREEMENT

          SECURITY AGREEMENT (this “Agreement”) dated as of December 9, 2009, between JJ MEDIA INVESTMENT HOLDING LIMITED, a British Virgin Islands company (“Pledgor”) and NOMURA SECURITIES INTERNATIONAL, INC., collateral agent for the Secured Parties (in such capacity as collateral agent, the “Collateral Agent”).

RECITALS

          WHEREAS, the Pledgor is the beneficial owner of 28,217,227 ADS, as defined in the Deposit Agreement, (the “Pledgor’s ADS”);

          WHEREAS, the Pledgor, Nomura (in its capacity as Collateral Agent and Administrative Agent) and the Lenders have entered into a Margin Loan Agreement, dated as of the date hereof, as amended from time to time (the “Loan Agreement”), pursuant to which the Lenders agree to make loans to the Pledgor in an aggregate principal amount not to exceed $42,600,000 plus any accrued and unpaid interest thereon (the “Loans”);

          WHEREAS, as a condition precedent to the Lenders’ execution and delivery of the Loan Agreement, the Pledgor has caused to be executed by the Issuer and delivered to the Collateral Agent the Issuer Consent Letter, dated as of the date hereof (the “Issuer Consent Letter”), pursuant to which the Issuer has agreed, under certain conditions, to cause the removal of any restrictive provisions relating to the ADS beneficially owned by the Pledgor; and

          WHEREAS, it is a condition precedent to the Lenders’ making any Loan or otherwise extending credit to the Pledgor under the Loan Agreement that the Pledgor executes and delivers to the Collateral Agent for the benefit of the Secured Parties, a security agreement, pursuant to which the Pledgor pledges and grants a security interest in the Pledged ADS to the Collateral Agent, for the benefit of the Secured Parties.

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

     Section 1. Definitions.

          (a) Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. As used in this Agreement, the following terms have the respective meanings set forth below:

          “Collateral” has the meaning assigned to such term in Section 2.

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

          “Collateral Account” shall mean the securities account (as defined in Section 8-501 of the UCC) maintained in the name of the Pledgor by Nomura Securities International, Inc. with the account number 011-497320 or any successor account or accounts (whether maintained by Nomura Securities International, Inc. or another financial institution), in or to which any Collateral is now or hereafter held or credited.

          “Control” means “control” as defined in Section 8-106 and Section 9-106 of the UCC.

          “Control Agreement” means an agreement among the Pledgor, the Collateral Agent and the financial institution maintaining any Collateral Account pursuant to which the Collateral Agent obtains Control of the Collateral held in or credited to such Collateral Account, and any other agreement or arrangement acceptable to the Collateral Agent providing Control over any item of Collateral.

          “Custodian” means Nomura Securities International, Inc. or any successor entity maintaining the Collateral Account.

          “Depositary” has the meaning assigned to the term in the Deposit Agreement.

          “Distributions” means with respect to Collateral (other than cash), all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Collateral Agent has disposed of that Collateral, including (without limitation) any cash dividends or distributions with respect to the Collateral but excluding (x) any stock dividend or any distribution in connection with any reclassification, increase or reduction of capital or issued in connection with any reorganization and (y) any sums paid on or in respect of any Collateral on the liquidation or dissolution of the issuer thereof. Distributions will not include any item of property acquired by the Collateral Agent upon any disposition or liquidation of Collateral.

          “Issuer” means Focus Media Holding Limited, a Cayman Islands company.

          “Pledged ADS” means 8,465,168 of the Pledgor’s ADS.

          “Pledged Agreements” means, collectively, the Deposit Agreement, the Restricted Letter Agreement, the Waiver Letter and the Issuer Consent Letter.

          “Release LTV Ratio” means, as of any date of determination, a number equal to (a) [***]% plus (b) the product of (i) the number of Business Days from the day that is six (6) months after the Closing Date to such date of determination and (ii) (A) [***]% minus [***]% (B) divided by the number of Business Days in the period from the day that is six (6) months after the Closing Date to the Maturity Date.

          “Restricted ADS” means, as of any date of determination, Restricted ADS as defined in and pursuant to Section 2.13 of the Deposit Agreement, and as governed by the procedures set forth in the Restricted Letter Agreement.

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          “Restricted Letter Agreement” has the meaning assigned to the term in the Issuer Consent Letter.

          “Secured Obligations” means, collectively, (a) the principal and interest on the Loans and all other amounts from time to time owing to the Secured Parties by the Pledgor under the Loan Documents (including all interest thereon), and (b) all other Obligations of the Pledgor to the Secured Parties under the Loan Documents.

          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent and the Lenders.

          “Shares” has the meaning assigned to the term in the Deposit Agreement.

          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

          (b) Rules of Construction.

(i) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision thereof, (iv) all references in this Agreement to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise specified, refer to such Law as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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(ii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”.

(iii) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(iv) In the event of any direct conflict between the express terms and provisions of this Agreement and of the Loan Agreement, the terms and provisions of the Loan Agreement shall control.

     Section 2. The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”):

     (a) the Pledged ADS;

     (b) the Collateral Account and any cash, securities (including any ADS) or other property held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing;

     (c) the Deposit Agreement as it relates to the Pledged ADS;

     (d) the Restricted Letter Agreement as it relates to the Pledged ADS;

     (e) the Issuer Consent Letter;

     (f) the Waiver Letter; and

     (g) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the Collateral or proceeds thereof (including any cash, equity interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in the Issuer) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Issuer and any security entitlements with respect thereto); (ii) “Proceeds,” as such term is defined in the UCC; (iii) proceeds of any insurance, indemnity, warranty, or guaranty (including

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guaranties of delivery) payable from time to time with respect to any of the Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Collateral or proceeds thereof.

Section 3. Collateral Maintenance and Administration.

     (a) On or before the date hereof, the Pledged ADS shall have been credited to the Collateral Account and a Control Agreement relating to the Collateral Account substantially in the form of Exhibit A hereto shall have been executed and delivered.

     (b) (i) On the date hereof, the Pledgor shall (A) cause entries to be made on the register of charges of the Pledgor maintained pursuant to Section 162 of the BVI Business Companies Act, 2004 in relation to the charges in respect of the Collateral created by this Agreement, (B) forward a copy of such register to its registered agent to maintain with the Pledgor’s records, and (C) procure that the registered agent or some other duly authorised person of the Pledgor make application for any such charge in respect of the Collateral to be registered by the Registrar of Corporate Affairs pursuant to Section 163(1) of the BVI Business Companies Act, 2004.

     (ii) On and after the date hereof, all dividends and other distributions on the ADS constituting Collateral or the associated Shares, including, without limitation, all cash and non-cash proceeds described in Section 2(g), shall be credited to the Collateral Account. If any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account.

     (c) Unless and until a Default has occurred and is continuing, any dividends and other distributions on the ADS constituting Collateral or the associated Shares at the time credited to the Collateral Account may, upon the written request of the Pledgor be released from the Collateral Account and applied to the accrued and unpaid interest under the Loan Agreement upon request of the Pledgor to be provided to the Collateral Agent.

     (d) Any delivery by the Pledgor of securities as Collateral shall be effected (i) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Collateral Agent or the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account, (ii) in the case of Collateral consisting of Uncertificated ADS or other uncertificated securities, by the re-registration of such ADS or other securities into the name of the Custodian and crediting of such ADS or other securities by the Custodian to the Collateral Account, (iii) in the case of cash, by wire transfer of immediately available funds to an account designated by the Collateral Agent

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(which shall initially be the Collateral Account), or (iv) by complying with such alternative delivery instructions as the Collateral Agent shall provide to the Pledgor in writing.

     (e) Upon demand, the Pledgor shall pay to the Collateral Agent the amount of any taxes that the Collateral Agent may be required to pay by reason of the security interest granted herein or to free any Collateral from any Lien thereon.

     (f) The Collateral Agent shall have the right (subject to the limitations set forth below in Section 6(c)) to hedge, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of or use for hedging, financing or other related activities (including without limitation, pursuant to repurchase transactions), any Collateral (other than Restricted ADS) held in or credited to the Collateral Account, free from any claim or right of any nature whatsoever by the Pledgor; provided that, (i) over any consecutive 60-day period, the Collateral Agent may not lend or short sell more than [***]% of the ADS constituting Collateral on the date hereof and (ii) any such use will not adversely affect the price of the ADS or the shares of the Company. The Collateral Agent will be deemed to continue to hold such Collateral and to receive Distributions thereon, for the benefit of the Secured Parties, regardless of whether the Collateral Agent has exercised any rights under this Section 3(f) (including for purposes of determining the occurrence of a Collateral Shortfall and determining Distributions that would be remitted to the Pledgor).

     (g) From time to time, Pledgor may instruct the Collateral Agent to sell ADS constituting Collateral for the purpose of making a voluntary prepayment of the Loans pursuant to and subject to the limitations set forth in Section 2.03(a) of the Loan Agreement, and upon such instruction, the Collateral Agent shall sell such ADS in any commercially reasonably manner specified in such instruction. All sale proceeds received with respect to the sale of such ADS shall be deposited in the Collateral Account, and the Pledgor shall have the right to instruct the Collateral Agent to withdraw all sale proceeds from the Collateral Account for deposit into the Agent Account for the purposes of paying any prepayment amount due and payable by Pledgor pursuant to Section 2.03(a) of the Loan Agreement in connection with such voluntary prepayment.

     (h) If at any time at least six (6) months after the Closing Date, the Pledgor makes or causes to make a voluntary prepayment pursuant to Section 2.03(a) of the Loan Agreement, the Pledgor may request the release to it and the Collateral Agent shall release from the Collateral Account a number of ADS equal to (x) the aggregate principal amount being voluntarily prepaid on such date divided by $42,600,000 multiplied by (y) the number of ADS credited to the Collateral Account immediately prior to such voluntary prepayment; provided that the individual ADS to be released shall be determined by the Collateral Agent in its sole discretion and; provided further that the Collateral Agent shall not be obligated to release such ADS if after giving effect to such voluntary prepayment (i) a Default or Event of Default would occur or (ii) the LTV Ratio would be higher than the Release LTV Ratio.

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     (i) At all times prior to the disposition of any ADS by the Collateral Agent pursuant to Section 6 hereof, the Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to such ADS and the associated Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other instrument or agreement referred to herein; provided that the Pledgor agrees that the Pledgor will not vote the ADS or associated Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other instrument or agreement or would reasonably be expected to have a material adverse effect on the value of the ADS or associated Shares or the Collateral Agent’s interest therein. For the avoidance of doubt, the Collateral Agent shall have no voting rights with respect to the ADS or associated Shares, except to the extent that the Collateral Agent buys any ADS in a sale or other disposition made pursuant to Section 6(b).

     Section 4. Representations and Warranties. The Pledgor represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof:

     (a) Perfection. By virtue of the execution and delivery by the Pledgor of this Agreement, (i) with respect to the Collateral Account, when a Control Agreement in substantially the form of Exhibit A hereto (or otherwise in form and substance satisfactory to the Collateral Agent) is executed by the Pledgor and the Custodian with respect to the Collateral Account, the security interest created in favor of the Collateral Agent for the benefit of the Secured Parties will constitute a perfected, first priority security interest securing the Secured Obligations, and (ii) with respect to all other Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit B hereto is filed with the Recorder of Deeds for the District of Columbia, (naming Pledgor as the debtor and Collateral Agent as the secured party), Collateral Agent will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations.

     (b) Ownership and Liens. The Pledgor is the legal and beneficial owner of the Collateral (or in the case of financial assets from time to time credited to the Collateral Account the beneficial owner thereof) and no Lien exists or will exist upon such Collateral at any time, except for the pledge and security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, created or provided for in this Agreement.

     (c) Status of ADS. The Pledgor’s ADS and the associated Shares are (i) to the Pledgor’s actual knowledge, duly authorized and validly existing and (ii) fully paid and non-assessable and none of such ADS or associated Shares are or will be subject to any legal or contractual restriction (other than, with respect to the Restricted ADS, the restrictions on transfer in the Subscription Agreement not otherwise waived by the Company under the Waiver Letter), or any restriction under the Deposit Agreement or the Restricted Letter Agreement, upon the pledge of the ADS hereunder, other than those arising under the Securities Act. The Pledgor’s “holding period,” determined in accordance with Rule 144 under the Securities Act, for the Shares associated with the

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ADS commenced at least one year prior to the date hereof and Pledgor has held the ADS associated with such Shares continuously. The pledge of the ADS hereunder constitutes a bona fide pledge with full recourse to the Pledgor. Assuming the Collateral Agent is not an “affiliate” of the Issuer within the meaning of the Securities Act by virtue of any relationship other than those arising out of or relating to the Loan Documents, upon the Collateral Agent’s enforcement of its rights hereunder following the occurrence of an Event of Default, the transfer of the ADS pursuant to the terms hereof (other than the Restricted ADS prior to the passage of any applicable minimum holding period) will not require registration under the Securities Act or be subject to any other legal or contractual restriction, or any restriction under the Organization Documents of the Issuer, the Deposit Agreement or the Restricted Letter Agreement.

     (d) Status of Pledged Agreements. Each Pledged Agreement is a legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms. The Pledgor has provided to the Collateral Agent a true and correct copy of each Pledged Agreement.

     Section 5. Covenants. In furtherance of the pledge and grant of security interest pursuant to Section 2, until such time as all Secured Obligations have been paid in full, the Pledgor hereby agrees with Collateral Agent as follows:

     (a) The Pledgor agrees to take such other action as the Collateral Agent shall deem necessary or appropriate to preserve, protect, record and enforce the Lien created under this Agreement in the Collateral, including executing, delivering, filing and/or recording, in such locations and jurisdictions as Collateral Agent shall specify, any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Collateral Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights under this Agreement with respect to such security interest, for the benefit of the Secured Parties, including executing and delivering or causing the execution and delivery of a Control Agreement with respect to the Collateral Account and causing any or all of the ADS to be transferred of record into the name of the Collateral Agent or its nominee.

     (b) The Pledgor agrees to take all steps necessary to cause the Depositary to reissue the Restricted ADS constituting Collateral without any restrictive provisions relating thereto, including the notation and legend provided for in Section 4 of the Restricted Letter Agreement, at the times and under the circumstances set forth in the Issuer Consent Letter.

     (c) Without the prior written consent of the Collateral Agent, the Pledgor shall not, after the date hereof, file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral in which the Collateral Agent is not named as the sole secured party.

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     (d) The Pledgor shall not close the Collateral Account or transfer any Collateral held therein or credited thereto without (i) obtaining the prior written consent of the Collateral Agent and (ii) entering into such agreements as the Collateral Agent may in its sole discretion require to ensure the continued priority and perfection of its lien on such Collateral.

     (e) Without at least thirty (30) days’ prior written notice to the Collateral Agent, the Pledgor shall not (i) maintain any of the Pledgor’s books and records with respect to the Collateral at any office, or maintain the Pledgor’s place of business (or, if the Pledgor has more than one place of business, the Pledgor’s chief executive office) at any place other than at the address indicated in Schedule 10.02 of the Loan Agreement or (ii) change the Pledgor’s name, or the name under which the Pledgor does business, or the form or jurisdiction of the Pledgor’s organization from the name, form and jurisdiction set forth on the first page of this Agreement.

     Section 6. Remedies.

     (a) In addition to the rights and remedies specified herein (but subject to the limitations set forth below in this Section 6), the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a “secured party” under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies under this Agreement may be asserted.

     (b) Subject to the limitations set forth below in this Section 6, at any time that an Event of Default has occurred and is continuing, the Collateral Agent shall be entitled to do any or all of the following (to the fullest extent permitted under the laws in effect in any jurisdiction where any right or remedy under this Agreement may be asserted):

     (i) Deliver or cause to be delivered from the Collateral Account to itself or to any other Person, any property including any ADS;

     (ii) Reregister or cause to be reregistered any Restricted ADS into its name or the name of any other Person;

     (iii) Demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, in its own name, in the name of the Pledgor or otherwise;

     (iv) Enforce any rights that the pledgor may have under the Pledged Agreements; and

     (v) Sell, lease, assign, hedge or otherwise dispose of all or any part of the Collateral, at such place or places and at such time or times as the Collateral Agent deems best, and for cash or for credit or for future delivery (without

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thereby assuming any credit risk), at public or private sale, upon such terms and conditions as it deems advisable, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable Law and cannot be waived), and the Collateral Agent may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by Law, at one or more private sales) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice and right or equity being hereby expressly waived and released. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

     (c) The Pledgor and the Collateral Agent agree that (x) the Collateral Agent shall not be entitled to exercise its rights or remedies hereunder in a manner that would cause it (or any Affiliate of it) to become at any one time the beneficial owner of ADS representing more than 9.9% of the ordinary shares of the Issuer then outstanding, (y) the Collateral Agent will not knowingly sell or otherwise dispose of any ADS in a manner that would result in any Person (or any group of affiliated Persons) becoming the beneficial owner of ADS representing more than 9.9% of the ordinary shares of the Issuer then outstanding and (z) the Collateral Agent will not sell or otherwise dispose of, in any single transaction, to one or more purchasers, ADS representing an amount of Shares in excess of 9.9% of the ordinary shares of the Issuer then outstanding. The Pledgor hereby (i) acknowledges that selling or otherwise disposing of the Collateral in accordance with the restrictions set forth in this Section 6(c) may result in prices and terms less favorable to the Collateral Agent than those that could be obtained by selling or otherwise disposing of the ADS in a single transaction to a single purchaser and (ii) agrees and acknowledges that no method of sale or other disposition of Collateral shall be deemed commercially unreasonable because of any action taken or not taken by the Collateral Agent to comply with such restrictions.

     (d) The Pledgor further recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities Laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the Issuer or issuer thereof to register it for public sale.

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     (e) The Pledgor agrees and acknowledges that the ADS other than Restricted ADS are customarily sold on the NASDAQ Global Market, which is a recognized market, within the meaning of Section 9-610 of the UCC.

     (f) If the Collateral Agent shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section 6, the Pledgor agrees that, upon request of the Collateral Agent, the Pledgor will, at its own expense:

     (i) execute and deliver, or cause the officers and directors of the Issuer to execute and deliver, to any Person or Governmental Authority as the Collateral Agent may choose, any and all documents and writings which, in the Collateral Agent’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any Governmental Authority located in any city, county, state or country where the Pledgor or the Issuer engage in business, in order to transfer or to more effectively transfer the Collateral or otherwise enforce the Collateral Agent’s rights hereunder; and

     (ii) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable Law.

     (g) Except as otherwise expressly provided in this Agreement, the proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash held by the Collateral Agent following an Event of Default, shall be applied by the Collateral Agent:

     (i) First, to the payment of the costs and expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the Collateral Agent, including the fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Collateral Agent in connection therewith;

     (ii) Next, to the payment in full of the Secured Obligations; and

     (iii) Finally, to the payment to the Pledgor or as a court of competent jurisdiction may direct, of any surplus then remaining.

     As used in this Section 6(g), “proceeds” of Collateral means cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or adjustment of debt of the Pledgor or any issuer of any of the Collateral.

     (h) The Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 6 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 6 may be specifically enforced.

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     (i) THE PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME THE COLLATERAL AGENT DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION 6; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY LAW NOW EXISTING OR HEREAFTER ENACTED; (iii) ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE; AND (iv) ANY RIGHT TO REQUIRE THE COLLATERAL AGENT TO PROCEED AGAINST OR EXHAUST ANY SECURITY HELD FROM THE PLEDGOR OR TO PURSUE ANY OTHER REMEDY IN THE COLLATERAL AGENT’S POWER WHATSOEVER.

     (j) If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 6 are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Pledgor shall remain liable for any deficiency.

     (k) Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Collateral Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default the Collateral Agent is hereby appointed the attorney-in-fact of the Pledgor for the purpose of carrying out the provisions of this Section 6 and taking any action and executing any instruments that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Collateral Agent shall be entitled under this Section 6 to make collections in respect of the Collateral, the Collateral Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of the Pledgor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

     Section 7. Miscellaneous.

     (a) Notices. (i) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (ii) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 of the Loan Agreement.

          Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by

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facsimile transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (ii) below, shall be effective as provided in such subsection (ii).

          (ii) Electronic Communications. Notices and other communications to the Collateral Agent hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Collateral Agent. The Collateral Agent and the Pledgor may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

          Unless the Collateral Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

     (b) No Waiver; Cumulative Remedies. No failure by the Collateral Agent to exercise, and no delay by the Collateral Agent in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

     (c) Amendments, Etc. No amendment or waiver of any provision of this Agreement and no consent to any departure by the Pledgor therefrom, shall be effective unless in writing signed by the Collateral Agent and the Pledgor, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

     (d) Expenses. The Pledgor agrees to reimburse the Collateral Agent for all reasonable costs and expenses (including the reasonable fees and expenses of legal counsel) in connection with any default under the Loan Agreement and any enforcement or collection proceeding resulting therefrom, including all manner of participation in or other involvement with (i) performance by the Collateral Agent of any obligations of the Pledgor in respect of the Collateral that the Pledgor has failed or refused to perform,

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(ii) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Collateral Agent in respect thereof, by litigation or otherwise, (iii) judicial or regulatory proceedings and (iv) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), and (c) the exercise or enforcement of any rights of the Collateral Agent under this Agreement, including this Section 7(d), and all such costs and expenses shall be Secured Obligations entitled to the benefits of the Lien granted herein.

     (e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Pledgor and the Collateral Agent (provided, however, that the Pledgor shall not assign or transfer the Pledgor’s rights or obligations under this Agreement without the prior written consent of the Collateral Agent).

     (f) Counterparts; Telefacsimile Execution. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and either of the parties hereto may execute this Agreement by signing any such counterpart; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same document. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect hereof.

     (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     (h) WAIVER OF MARSHALING. EACH OF THE PLEDGOR AND THE COLLATERAL AGENT ACKNOWLEDGES AND AGREES THAT IN EXERCISING ANY RIGHTS UNDER OR WITH RESPECT TO THE COLLATERAL: (A) THE COLLATERAL AGENT IS UNDER NO OBLIGATION TO MARSHAL ANY COLLATERAL; (B) THE COLLATERAL AGENT MAY, IN ITS ABSOLUTE DISCRETION, REALIZE UPON THE COLLATERAL IN ANY ORDER AND IN ANY MANNER IT SO ELECTS; AND (C) MAY, IN ITS ABSOLUTE DISCRETION, APPLY THE PROCEEDS OF ANY OR ALL OF THE COLLATERAL TO THE SECURED OBLIGATIONS IN ANY ORDER AND IN ANY MANNER IT SO ELECTS. EACH OF THE PLEDGOR

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AND THE COLLATERAL AGENT WAIVES ANY RIGHT TO REQUIRE THE MARSHALING OF ANY OF THE COLLATERAL.

     (i) Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     (j) Termination. When all Secured Obligations shall have been paid in full, this Agreement shall terminate, and the Collateral Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. The Collateral Agent shall also, at the expense of the Pledgor, execute and deliver to the Pledgor upon such termination such UCC termination statements and such other documentation as shall be reasonably requested by the Pledgor to effect the termination and release of the Liens on the Collateral.

[REMAINING SPACE INTENTIONALLY LEFT BLANK;
SIGNATURES TO FOLLOW ON NEXT PAGE]

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

PLEDGOR
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Director

NOMURA SECURITIES INTERNATIONAL, INC.
By:	/s/ William Brett
	Name:	William Brett
	Title:	Managing Director

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EXHIBIT A

CONTROL AGREEMENT

17

EXHIBIT B

UCC FINANCING STATEMENT

18

EX-99.11

Exhibit 99.11

Note

Up to 42,600,000 December 9, 2009

          FOR VALUE RECEIVED, JJ Media Investment Holding Limited, a British Virgin Islands company (the “Borrower”), hereby promises to pay to Nomura Securities International, Inc. (the “Lender”), in lawful money of the United States of America, on the Maturity Date the principal sum of FORTY-TWO MILLION AND SIX HUNDRED THOUSAND DOLLARS 42,600,000 or, if less, the aggregate principal amount outstanding of the Loans made by the Lender to the Borrower under the Margin Loan Agreement specified below and then outstanding, as evidenced on the books and records of the Lender.

          The Borrower also promises to pay interest on the outstanding unpaid principal amount hereof in like money, from the date hereof until such unpaid principal is paid in full, at the rates, at the times and in the manner provided in the Margin Loan Agreement (as defined herein) as well as all other amounts payable thereunder by the Borrower.

          This Note is a Note referred to in the Margin Loan Agreement, dated as of December 9, 2009, between the Borrower, Nomura Securities International, Inc., as administrative agent and collateral agent, the Lender and various other lenders party thereto (as amended from time to time, the “Margin Loan Agreement”) and is subject to and entitled to the benefits thereof and of the other Loan Documents. This Note is secured as provided in the Loan Documents. This Note is subject to optional prepayment under the conditions set forth in Section 2.03(a) and mandatory prepayment under the conditions set forth in Sections 2.03(b) and 8.02, in each case, in whole or in part, prior to the Maturity Date on the terms and conditions provided in the Margin Loan Agreement. The Lender may record transactions on the Note on the Schedule hereto.

          If an Event of Default shall occur and be continuing, the principal of and accrued interest on and other amounts relating to this Note may become or be declared to be due and payable in the manner and with the effect provided in the Margin Loan Agreement.

          The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note.

          Capitalized terms used but not defined herein shall have the meanings given to them in the Margin Loan Agreement.

          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

JJ Media Investment Holding Limited
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Director

SCHEDULE

TRANSACTIONS ON NOTE

		Amount of Interest		Principal
		paid to or for the	Amount of	Balance	Grid Entry
Date of Loan	Amount of Loan	account of Lender	Principal Paid	Outstanding	Made By
December 9, 2009	$41,400,000			$41,400,000

EX-99.14

Exhibit 99.14

EXECUTION VERSION

Goldman Sachs International | Peterborough Court | 133 Fleet Street | London EC4A 2BB | Tel: 020-7774-1000 | Telex: 887902 | Cable: GOLDSACHS LONDON | Registered in England No. 2263951 | Registered Office As Above | Regulated by The Financial Services Authority

Opening Transaction

To:	JJ Media Investment Holding Limited c/o Focus Media Holding Limited 28-30 /F, Zhao Feng World Trade Building 369 Jiangsa Road Shanghai 200050 People’s Republic of China
A/C:	011887544
From:	Goldman Sachs International
Re:	Capped Call Transaction
Ref. No:	For any Transaction, as specified in the related Confirmation
Date:	September 7, 2010

Dear Sir(s):

     The purpose of this communication (this “Master Confirmation”) is to set forth certain terms and conditions of one or more transactions entered into on the Trade Date specified below (each, a “Transaction”) between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a Confirmation in the form of Schedule A hereto (the “Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master Confirmation and each Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below.

1. This Master Confirmation is subject to, and incorporates, the 2006 ISDA Definitions (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and this Master Confirmation, this Master Confirmation will govern. For purposes of the Equity Definitions, each Transaction will be deemed to be a Share Option Transaction.

2. This Master Confirmation and each Confirmation supplement, form a part of, and are subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “Agreement”), as if GSI and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule, except for (i) the election of Loss and Second Method, New York law (without regard to the conflicts of law principles thereof) as the governing law and U.S. Dollars (“USD”) as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to any Transaction, (iii) the replacement of the word “third” in the last line of Section 5(a)(i) with the word “first” and (iv) the provisions of Section 7 below). Each Transaction under this Master Confirmation and the “Transaction” under the Swap Agreement (as defined below) shall be deemed to be Transactions under the same Agreement and shall be deemed the only Transactions under the Agreement.

*** Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended

     All provisions contained in the Agreement are incorporated into and shall govern this Master Confirmation and each Confirmation except as expressly modified herein. In the event of any inconsistency between this Master Confirmation, any Confirmation, the Agreement, the Equity Definitions and/or the 2006 Definitions, as the case may be, the following will prevail in the order of precedence indicated: (i) such Confirmation, (ii) this Master Confirmation, (iii) the Agreement, (iv) the Equity Definitions and (v) the 2006 Definitions.

3. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Confirmation relating to any Transaction, shall govern such Transaction.

General Terms:
Trade Date:	For any Transaction, as specified in the Confirmation for such Transaction.
Effective Date:	For any Transaction, as specified in the Confirmation for such Transaction.
Option Style:	European
Option Type:	Call
Seller:	GSI
Buyer:	Counterparty
Shares:	The American Depositary Shares of Focus Media Holding Limited (“Issuer”), issued or deemed issued under the Deposit Agreement (as defined below) (Symbol: “FMCN”), each representing five (5) Underlying Shares.
Underlying Shares:	The ordinary shares of Underlying Shares Issuer, par value USD 0.00005 per Underlying Share.
Underlying Shares Issuer:	Focus Media Holding Limited
Number of Options:	For each Transaction, the aggregate Number of Options shall be as specified in the related Confirmation, and for each Component, as specified in such Confirmation (the “Component Number of Options” for such Component), in each case subject to adjustment as provided herein.
Option Entitlement:	One (1) Share per Option.
Components:	Each Transaction will be divided into a number of individual Components equal in the aggregate to the Number of Components for such Transaction, each with the terms set forth in this Master Confirmation and the related Confirmation and, in particular, with the Component Number of Options and the Expiration Date determined pursuant to “Number of Options” above and “Expiration Date” below. The valuation and exercise of the Options and payments to be made upon settlement of each Transaction will be determined separately for each Component of such Transaction as if such Component were a separate Transaction under the Agreement.

Number of Components:	For any Transaction, as specified in the Confirmation for such Transaction.
Strike Price:	For any Transaction, as specified in the Confirmation for such Transaction, and equal to the product of (i) the Hedge Reference Price for such Transaction and (ii) the Strike Price Percentage for such Transaction.
Cap Price:	For any Transaction, as specified in the Confirmation for such Transaction, and equal to the product of (i) the Hedge Reference Price for such Transaction and (ii) the Cap Price Percentage for such Transaction.
Hedge Reference Price:	For any Transaction, as specified in the Confirmation for such Transaction.
Strike Price Percentage:	For any Transaction, as specified in the Confirmation for such Transaction.
Cap Price Percentage:	For any Transaction, as specified in the Confirmation for such Transaction.
Premium:	For any Transaction, as specified in the Confirmation for such Transaction.
Premium Payment Date:	For each Transaction, the date of the Time of Delivery (as such term is defined in the Underwriting Agreement (as defined in Section 5(a) below)); provided that, upon Counterparty’s request, GSI may agree to defer a portion of the Premium with respect to any Transaction, in the amount determined by GSI, such deferred portion to be paid no later than the settlement of any sales of the Shares contemplated by the Sales Plan (as defined below).
Exchange:	The NASDAQ Global Select Market
Related Exchange:	All Exchanges
Procedures for Exercise:
In respect of any Component:
Expiration Time:	The Valuation Time
Expiration Date:	For any Transaction, the scheduled Expiration Date provided in the related Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component of such Transaction); provided that, if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of such Transaction; and provided, further that, if such Expiration Date has not occurred pursuant to the preceding proviso as of the Final Disruption Date, the Final Disruption Date shall be the Expiration Date for such Component (irrespective of whether such date is an Expiration Date in respect of

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	any other Component for such Transaction) and, notwithstanding anything to the contrary in this Master Confirmation or the Equity Definitions, the Settlement Price for such Expiration Date shall be determined by the Calculation Agent in a commercially reasonable manner.
	Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make adjustments to the number of Options for the relevant Component(s) for which such day shall be the Expiration Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding paragraph as the Expiration Date for the remaining number of Options for such Component(s). For the avoidance of doubt, Section 6.6 of the Equity Definitions shall not apply to any Valuation Date hereunder.
Final Disruption Date:	For any Transaction, as specified in the Confirmation for such Transaction.
Automatic Exercise:	Applicable
Market Disruption Event:	The third and fourth lines of Section 6.3(a) of the Equity Definitions are hereby amended by deleting the words “during the one hour period that ends at the relevant Valuation Time” and replacing them with “at any time prior to the relevant Valuation Time”. Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
Disrupted Day:	Without limiting the generality of Section 6.4 of the Equity Definitions, any Scheduled Trading Day, on which a Regulatory Disruption occurs, shall also constitute a Disrupted Day.
Regulatory Disruption:	In the event that GSI concludes, in its good faith and reasonable discretion, based on the advice of counsel, that it is reasonably necessary or appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GSI), for it to refrain from all or any part of the market activity in which it would otherwise engage in connection with any Transaction on any Scheduled Trading Day that would otherwise be an Expiration Date for any Component or the Cash Settlement Payment Date for such Transaction, GSI shall use its reasonable efforts to notify Counterparty in writing that a Regulatory Disruption has occurred on such Scheduled Trading Day without specifying (and GSI shall not otherwise communicate to Counterparty) the nature of such Regulatory Disruption.
Valuation:
In respect of any Component:

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Valuation Time:	As provided in Section 6.1 of the Equity Definitions.
Valuation Date:	The Exercise Date
Settlement Terms:
In respect of any Component:
Settlement Currency:	USD
Settlement Method:	Cash Settlement
Cash Settlement:	For each Transaction, notwithstanding Section 8.1 of the Equity Definitions, on the Cash Settlement Payment Date, GSI shall pay to Counterparty an amount equal to the sum of the Option Cash Settlement Amounts for all Components for such Transaction.
Settlement Price:	Notwithstanding Section 7.3 of the Equity Definitions and with respect to any Option exercised or deemed exercised on an Expiration Date for any Component, subject to the provisions of “Expiration Date” above, the Settlement Price will be the NASDAQ volume weighted average price per Share as displayed under the heading “Bloomberg VWAP” on Bloomberg page “FMCN.UQ <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Expiration Date (determined without regard to after hours trading or any other trading outside of the regular trading session trading hours) (or if such volume-weighted average price is unavailable on such Expiration Date or is, in the Calculation Agent’s reasonable discretion, erroneous, the market value of one Share on such Expiration Date reasonably determined by the Calculation Agent using a volume-weighted average method).
Option Cash Settlement Amount:	Notwithstanding Section 8.2 of the Equity Definitions, an amount equal to the product of (i) the Strike Price Differential, (ii) the Component Number of Options and (iii) the Option Entitlement.
Strike Price Differential:	Notwithstanding Section 8.3 of the Equity Definitions:
	(i) if the Settlement Price is greater than the Strike Price and less than or equal to the Cap Price, an amount equal to the excess of the Settlement Price over the Strike Price;
	(ii) if the Settlement Price is greater than the Cap Price, an amount equal to the excess of the Cap Price over the Strike Price; or
	(iii) if the Settlement Price is less than or equal to the Strike Price, zero (0).
Cash Settlement Payment Date:	For all Components, the third (3rd) Currency Business Day following the Expiration Date for the Component with the latest scheduled Expiration Date.
Other Applicable Provisions:	Notwithstanding anything to the contrary in the Equity Definitions, for the avoidance of doubt, to the extent Counterparty shall be required to

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	make an election pursuant to Section 5(c) hereof, the Calculation Agent may impose modifications to the “Settlement Terms” hereof, including any adjustments to the terms of such Components that are necessary, in its reasonable judgment, to compensate GSI for any discount from the public market price of the Shares that may be incurred in the sale of any Hedge Shares (as defined below).
Dividends:
In respect of any Component:
Extraordinary Dividend:	Any dividend or distribution on the Shares or the Underlying Shares other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions. With respect to any Extraordinary Dividend that does not comprise entirely of cash, the Calculation Agent may determine the market value of the non-cash portion in its good faith and commercially reasonable discretion.
Share Adjustments:
In respect of any Component:
Potential Adjustment Event:	Notwithstanding Section 11.2(e)(v) of the Equity Definitions, none of the Authorized Repurchases (as defined below) shall constitute a Potential Adjustment Event.
Method of Adjustment:	Calculation Agent Adjustment; provided, however that the Equity Definitions shall be amended by replacing the words “diluting or concentrative” in Sections 11.2(a), 11.2(c) (in two instances) and 11.2(e)(vii) with the word “material” and by adding the words “or the Transaction” after the words “theoretical value of the relevant Shares” in Sections 11.2(a), 11.2(c) and 11.2(e)(vii) and by inserting in 11.2(e)(vii), immediately after “any other event” the following phrase: “with respect to the Issuer, Underlying Shares Issuer, the Shares or the Underlying Shares;” and provided, further that the Calculation Agent, in connection with the occurrence of any Potential Adjustment Event, may make adjustments to the terms of the relevant Transaction to account for changes in volatility, expected dividends, stock loan rate and liquidity relative to the Shares, the Underlying Shares and/or such Transaction, including any adjustments to the Strike Price, the Cap Price, the Number of Options, any Component Number of Options, the Option Entitlement and any other variable of such Transaction, as the Calculation Agent deems appropriate, to preserve the fair value of the relevant Transaction to GSI by making adjustments to account for the net economic gain obtained or loss suffered by GSI (taking into account any gain or loss on GSI’s Hedge Position in respect of the relevant Transaction and in each case applying consistent methodology) as a result of the occurrence of such Potential Adjustment Event. For the avoidance of doubt, any such adjustment may be made by the Calculation Agent either in favor of Counterparty or in favor of GSI, as applicable.

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Extraordinary Events:
New Shares:	In the definition of “New Shares” in Section 12.1(i) of the Equity Definitions, the text in subsection (i) shall be deleted in its entirety and replaced with: “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors)”.

Consequences of Merger Events:
(a) Share-for-Share:	Modified Calculation Agent Adjustment
(b) Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)
(c) Share-for-Combined:	Component Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers:
(a) Share-for-Share:	Modified Calculation Agent Adjustment
(b) Share-for-Other:	Modified Calculation Agent Adjustment
(c) Share-for-Combined:	Modified Calculation Agent Adjustment

Composition of Combined Consideration:

Not Applicable; provided that, notwithstanding Sections 12.1 and 12.5(b) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be determined by a holder of the Shares, the Calculation Agent will, in its reasonable discretion, determine such composition.

Amendments Regarding Merger Events and Tender Offers:

(i) Section 12.1(l) of the Equity Definitions shall be amended (x) by deleting the parenthetical phrase in both the third line thereof and the fifth line thereof and (y) by replacing the word “that” in both the third line thereof and the fifth line thereof with the words “whether or not such announcement”; (ii) Sections 12.1(b), 12.2(b), 12.2(e), 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Merger Date” and “Tender Offer Date”, as the case may be, with the words “Announcement Date”; (iii) Section 12.1(d) of the Equity Definitions shall be amended by replacing the words “that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain” with the words “to purchase, or otherwise obtain or have the right to obtain”; and (iv) (A) Section 12.2(e) shall be amended by inserting, in the first line thereof, after the newly inserted words “Announcement Date”, the words “(or, if the Calculation Agent reasonably determines that such adjustment is appropriate, on the relevant Merger Date or the date on which the Calculation Agent reasonably determines that the Merger Event, with respect to which such Announcement Date has occurred, will not be completed)” and (B) Section 12.3(d) shall be amended by inserting, in the first line thereof, after the newly inserted words “Announcement

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	Date”, the words “(or, if the Calculation Agent reasonably determines that such adjustment is appropriate, on the relevant Tender Offer Date or the date on which the Calculation Agent reasonably determines that an event, with respect to which such Announcement Date has occurred, will not be completed)”.
Modified Calculation Agent Adjustment:	For the avoidance of doubt, if Modified Calculation Agent Adjustment applies as a consequence of a Merger Event or Tender Offer, the Calculation Agent shall make adjustments pursuant to Section 12.2(e) or Section 12.3(d), as the case may be, of the Equity Definitions, to preserve the fair value of the relevant Transaction to GSI by making adjustments to account for the net economic gain obtained or loss suffered by GSI (taking into account any gain or loss on GSI’s Hedge Position in respect of the relevant Transaction and in each case applying consistent methodology) as a result of the occurrence of such Merger Event or Tender Offer. For the avoidance of doubt, any such adjustment may be made by the Calculation Agent either in favor of Counterparty or in favor of GSI, as applicable.
Nationalization, Insolvency or Delisting:	Cancellation and Payment; provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed or re-traded on any of the New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed or re-traded on any such exchange, such exchange shall be deemed to be the Exchange.
Determining Party:	Not Applicable
Additional Disruption Events:

(i) Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation” and (ii) replacing the word “Shares” in clause (X) thereof with the phrase “Hedge Positions”; and provided, further that any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted on or after the Trade Date.
(ii) Failure to Deliver:	Not Applicable
(iii) Insolvency Filing:	Applicable
(iv) Hedging Disruption:	Applicable
(v) Increased Cost of Hedging:	Applicable

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(vi) Loss of Stock Borrow:	Not Applicable
(vii) Increased Cost of Stock   Borrow:	Not Applicable

(viii) Illiquidity Event:	At the close of business on an Exchange Business Day, the three (3) month trailing average daily trading volume of the Shares on the Exchange (excluding blocks, locks and crosses), as determined by the Calculation Agent, is materially less than such average daily trading volume on the Trade Date, as determined by the Calculation Agent by reference to Bloomberg page “FMCN.Q <Equity> HP” (or any successor page) if such page is available.
Consequences of an Illiquidity     Event:	If an Illiquidity Event (which shall be deemed an Additional Disruption Event), has occurred and is continuing GSI may elect to terminate any Transaction upon at least two (2) Scheduled Trading Days’ notice to Counterparty specifying the date of such termination, in which event such Transaction will terminate.
Hedging Party:	GSI
Determining Party:	Not Applicable
	Notwithstanding anything to the contrary in the Equity Definitions, if upon the occurrence of an Additional Disruption Event, any Transaction would be cancelled or terminated pursuant to Article 12 of the Equity Definitions or the provisions hereof, the Hedging Party may, in its good faith commercially reasonable discretion, terminate such Transaction only in part.
Non-Reliance:	Applicable
Agreements and Acknowledgements Regarding Hedging Activities:	Applicable
Additional Acknowledgements:	Applicable
Additional Termination Event(s):	Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event or an Additional Disruption Event, any Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions or the provisions hereof, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction(s).
Corporate Transaction Adjustment:	If, (i) following a Corporate Transaction Event occurring on or prior to the final Valuation Date, at any time during the two (2) Exchange Business Days immediately following such Corporate Transaction Event (subject to postponement as a result of the occurrence of a Market Disruption Event on such Exchange Business Days), (x) where both the market price per Share, as reflected on Bloomberg page “FMCN.Q <Equity> HCP” (or any successor thereto) (the “Share Price”) and the level of the NASDAQ Composite Index on Bloomberg

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page “CCMP <Index> HCP” (or any successor thereto) (the “NASDAQ Level”) decrease, the percentage decrease in the Share Price at any time compared to the official closing price per Share on the Exchange at the closing time on the Exchange Business Day immediately preceding the date on which such Corporate Transaction Event occurs is greater by 10% or more than the percentage decrease in the NASDAQ Level measured over the same period of time; (y) where the Share Price decreases or stays unchanged and the NASDAQ Level increases, the sum of (1) the absolute value of the percentage change in the Share Price at such time compared to the official closing price per Share at the closing time on the Exchange Business Day immediately preceding the date on which such Corporate Transaction Event occurs and (2) the absolute value of the percentage change of the NASDAQ Level measured over the same period of time is equal to 10% or more; or (z) where both the Share Price and the NASDAQ Level increase, the percentage increase in the Share Price at any time compared to the official closing price per Share on the Exchange at the closing time on the Exchange Business Day immediately preceding the date on which such Corporate Transaction Event occurs is lower by 10% or more than the percentage increase in the NASDAQ Level measured over the same period of time, or (ii) a Related Corporate Transaction Event occurs, the “Number of Options” for each Transaction shall be decreased by the number equal to 20% of the Number of Options for such Transaction (as such Number of Options may be adjusted in accordance with the provisions hereof) and each Component Number of Options shall be adjusted pro rata (including any Components with respect to which a Valuation Date has occurred as of the date of such Corporate Transaction Event or Related Corporate Transaction Event, which, for the avoidance of doubt, may result in a reduction in the amount of cash payable with respect to any subsequent Valuation Dates or following the Cash Settlement Payment Date for such Transaction); provided that, the occurrence of a Corporate Transaction Event or a Related Corporate Transaction Event during the period commencing on the date that is ten (10) Scheduled Trading Days prior to the scheduled Expiration Date specified for the first Component for any Transaction and concluding on the last Valuation Date to occur for any Component (the “Unwind Reference Period”) shall additionally constitute a Potential Adjustment Event with respect to any such Transaction, and as a result of the occurrence of such Potential Adjustment Event, in addition to any adjustment contemplated by the “Method of Adjustment” provisions above and the immediately preceding clause (A) above, the Calculation Agent may (i) accelerate the Expiration Date of any Component of such Transaction, (ii) decrease the number of Expiration Dates for such Transaction and/or any Component of such Transaction and (iii) adjust the number of Options with respect to any Expiration Date (and may make corresponding adjustments to the Final Disruption Date). The Calculation Agent shall reasonably promptly notify Counterparty in writing of any Corporate Transaction Adjustment, including any changes to any terms of any Transaction.

Corporate Transaction Event:

An announcement, by Underlying Shares Issuer or any of its Affiliates or Associates (as such terms are defined under Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of, or entry into (including entering into an agreement, a letter of intent or an understanding with respect thereto or any solicitation or entering into, or exploring strategic alternatives or other similar undertaking) or

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any other action or event that in the reasonable judgment of the Calculation Agent may result in: (i) any Potential Adjustment Event, Merger Event, Tender Offer or any other transaction involving the merger of Underlying Shares Issuer with or into any third party, (ii) in one transaction or a series of related transactions, any offer, pledge, sale, contract to sell, sale of any call option or other right or warrant to purchase, purchase of any put option, loan, or otherwise transfer or disposition of, directly or indirectly, any Shares, Underlying Shares or any securities convertible into or exercisable or exchangeable for Shares or Underlying Shares (any such transaction, an “Issuance Transaction”), (iii) in one transaction or a series of related transactions, any bid for, purchase, contract to purchase, purchase of any call option or other right or warrant to purchase, sale of any put option, borrowing, or otherwise accepting transfer of, directly or indirectly, any Shares, Underlying Shares or any securities convertible into or exercisable or exchangeable for Shares or Underlying Shares (any such transaction, a “Repurchase Transaction”), (iv) any derivative transaction, swap or other arrangement economically equivalent to transactions contemplated in clauses (ii) or (iii) above, (v) the sale or transfer of all or substantially all of the assets of Underlying Shares Issuer, (vi) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Underlying Shares Issuer or any of its subsidiaries, and (vii) any other event that the Calculation Agent determines would have a substantially similar effect to any of the foregoing events; provided that, (x) none of the Excluded Transactions shall constitute a Corporate Transaction Event and (y) no transaction as set forth above shall constitute a Corporate Transaction Event unless the USD equivalent value or notional size of such transaction is equal to or in excess of 10% of the product of (i) the number of the Underlying Shares outstanding on the Exchange Business Day immediately preceding the date on which such Corporate Transaction Event occurs (the “Reference Date”); and (ii)(x) the official closing price per Share at the closing time on the Reference Date, divided by (y) the number of Underlying Shares represented by one Share on the Reference Date.

“Excluded Transactions” means (i) each Transaction, (ii) the transactions contemplated under each of the Transaction Documents, (iii) any sales effected pursuant to a written sales plan entered into between Counterparty and GS&Co. concurrently with the Transactions that is intended to comply with the requirements of Rule 10b5-1(c) under the Exchange Act (the “Sales Plan”), (iv) any purchases of Shares pursuant to the Authorized Repurchases, (v) any customary issuances effected in accordance with intended and customary purposes under any employee stock option or benefit plans that have been adopted by Underlying Shares Issuer prior to the Trade Date, in either case, such issuances not to exceed 5% of the Underlying Shares during any fiscal year of Underlying Shares Issuer, and (vi) any actions (including, without limitation, amendments or modifications that do not materially alter the nature of any of the foregoing) taken with respect to any of the foregoing transactions.

“Authorized Repurchases” means the USD 300 million open market Share repurchase program that has been announced by Underlying Shares Issuer prior to the Trade Date pursuant to which approximately

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USD 37 million of the Shares and/or the Underlying Shares have been repurchased by Underlying Shares Issuer as of the Trade Date, including, for the purposes of determining any remaining capacity under such program, any repurchase by Underlying Shares Issuer pursuant to a single, private, off-exchange transaction between Underlying Shares Issuer and a certain holder of Underlying Shares effected, to the extent Rule 102(b)(6) of Regulation M under the Exchange Act is applicable, in a manner compliant with such Rule 102(b)(6), in all cases, any such purchases to be effected upon arm’s-length terms and conducted in a manner and on pricing terms consistent with customary equity repurchase transactions, or at a discount to prevailing market prices at the time of such purchases, but not at a premium to such prevailing market prices.

Related Corporate Transaction Event:

During the Unwind Reference Period, any announcement, by Underlying Shares Issuer or Counterparty, of, entry into (including entering into an agreement, a letter of intent or an understanding with respect thereto), effecting of transactions in respect of, or any other action or event that in the reasonable judgment of the Calculation Agent may result in: (i) any Issuance Transaction, (ii) any Repurchase Transaction or (iii) any derivative transaction, swap or other arrangement economically equivalent to transactions contemplated in clauses (i) or (ii) above.

4. Calculation Agent:

GSI; provided that, upon receipt of written request from Counterparty, Calculation Agent shall promptly (but in no event later than within seven (7) Scheduled Trading Days from the receipt of such request) provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from internal sources used in making such calculations, but without disclosing GSI’s proprietary models).

5. Matters relating to the Shares and Related Matters:

     (a) Conditions to Effectiveness. The effectiveness of this Master Confirmation and any Confirmation for any Transaction on the Effective Date for such Transaction shall be subject to the following conditions:

     (i) all of the conditions set forth in Section 8 of the Underwriting Agreement shall have been satisfied;

     (ii) the representations and warranties of each of Underlying Shares Issuer and Counterparty contained in the Transaction Documents, other than the Agreement, this Master Confirmation and the Confirmations, and any certificate delivered pursuant thereto by Underlying Shares Issuer and Counterparty shall be true and correct on such Effective Date as if made as of such Effective Date, and each of Underlying Shares Issuer, Counterparty and GSI shall have performed all of the obligations required to be performed by it under the Transaction Documents on or prior to such Effective Date;

     (iii) all of the representations and warranties of Counterparty and GSI hereunder and under the Agreement, including this Master Confirmation and each Confirmation, shall be true and correct on such Effective Date and each of Counterparty and GSI shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to such Effective Date;

     (iv) Counterparty shall have delivered to GSI an opinion of British Virgin Islands counsel in form and substance reasonably satisfactory to GSI in respect of the Transactions and each of the other Transaction Documents (other than the Guaranty); and

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     (v) Counterparty shall have (i) delivered to Citibank, N.A. a repayment letter (the “Payoff Letter”), dated on or about the date hereof, with respect to the Margin Loan Agreement, dated as of November 13, 2009 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Counterparty, the lenders from time to time parties thereto and Citibank, N.A., as administrative agent and collateral agent, providing for repayment of the loan and release of “Collateral” (as defined in the Loan Agreement), (ii) delivered to Citibank, N.A. instructions specifying details of the Securities Account (as defined in the Pledge Agreement (as defined below)) and (iii) used its best efforts to ensure the delivery of the Shares in accordance with the terms of the Pledge Agreement (as defined below).

     “Transaction Documents” means:

(A) the Agreement, including this Master Confirmation and each Confirmation;

(B) the Underwriting Agreement, dated as of or about the date hereof, among Underlying Shares Issuer, Counterparty, GSI and Goldman, Sachs & Co. (“GS&Co.”) (including any schedules, annexes or supplements thereto, the “Underwriting Agreement”);

(C) the Share Swap Transaction Confirmation, dated as of or about the date hereof, subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border), as supplemented by the Supplemental Confirmation, dated as of or about the date hereof, between GSI and Counterparty (as further amended, supplemented or modified from time to time, the “Swap Agreement”);

(D) the Pledge and Security Agreement, dated as of or about the date hereof, between Counterparty and GSI (the “Pledge Agreement”) pursuant to which, inter alia, in order to secure its obligations under the Swap Agreement, Counterparty has granted a first priority security interest in certain assets described therein; and

(E) the Guaranty, dated as of or about the date hereof, executed by Mr. Jason Nanchun Jiang (the “Guarantor”) guaranteeing the “Guaranteed Obligations” (as defined therein) in favor of GSI as beneficiary thereof (the “Guaranty”), substantially in the form of Annex A hereto.

     (b) In the event the Underwriting Agreement is not executed by the parties thereto for any reason by 9:00 a.m. (New York City time) on the Exchange Business Day next succeeding the Trade Date, or such later date as agreed upon by the parties and Counterparty has not paid the Premium to GSI (such Exchange Business Day or such later date, the “Early Unwind Date”), the Transactions shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transactions and all of the respective rights and obligations of GSI and Counterparty under the Transactions shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transactions either prior to or after the Early Unwind Date. Each of GSI and Counterparty represent and acknowledge to the other that, upon an Early Unwind, all obligations with respect to the Transactions shall be deemed fully and finally discharged. If delivery of, and payment for, the Shares (as such term is defined in the Underwriting Agreement) shall not have occurred by the Time of Delivery (as such term is defined in the Underwriting Agreement) pursuant to Section 4 of the Underwriting Agreement, the parties shall have no further obligations in connection with the Transactions, other than in respect of breaches of representations or covenants on or prior to such date. If, for any reason, the prospectus contemplated by the Underwriting Agreement ceases to satisfy the requirements of the Underwriting Agreement prior to the completion by GSI, its affiliates or the other underwriters of the sale of a number of Shares (the “Original Hedge Shares”) equal to the product of (i) 27.72% and (ii) the sum, with respect to all Transactions, of the products of the Number of Options and the Option Entitlement for each Transaction and, as a result, GSI has not completed the establishment of its Hedge Positions with respect to the aggregate Number of Options for all Transactions under this Master Confirmation in the manner contemplated hereunder and under the Underwriting Agreement, GSI may, at its discretion, (i) reduce the Number of Options for each Transaction such that the sum, with respect to all Transactions, of the products of the Number of Options and the Option Entitlement for each Transaction is equal to the product of (x) the original aggregate Number of Options for all Transactions and (y) the percentage of the Original Hedge Shares sold pursuant to the Underwriting Agreement prior to such time and in such event, and the Calculation Agent shall make any other commercially reasonable adjustments to

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the terms of each Component to preserve the fair value of such Component to GSI as a result of such reduction, and (ii) cause the Calculation Agent to adjust the terms of each Component as appropriate to reflect any gain realized or loss suffered by GSI or its affiliates in connection with its hedging activities in relation to each such Component following such event. For the avoidance of doubt, any such adjustment will be made in favor of Counterparty to compensate it for the decrease in the Number of Options.

     (c) Disposition of Hedge Shares. The parties hereby agree that if, either party determines in its good faith and reasonable judgment, based on the advice of counsel, any Shares other than the Shares purchased by GSI pursuant to the Underwriting Agreement (the “Hedge Shares”) acquired by GSI for the purpose of hedging its obligations pursuant to the Transactions cannot be sold in the U.S. public market by GSI without registration under the Securities Act of 1933, as amended (the “Securities Act”), Counterparty shall, at its election: (i) in order to allow GSI to sell the Hedge Shares in a registered offering, cause Underlying Shares Issuer to make available to GSI an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and to cause Underlying Shares Issuer to (A) enter into an agreement, in form and substance reasonably satisfactory to GSI and Underlying Shares Issuer, substantially in the form of a customary underwriting agreement for a registered secondary offering of similar size, (B) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities of similar size, (C) provide customary legal opinions (including a disclosure opinion) of nationally recognized outside counsel to Underlying Shares Issuer in a form customarily addressed to underwriters in registered underwritten offerings, containing customary assumptions and qualifications of such outside counsel, each as reasonably acceptable to GSI, (D) provide other customary opinions, certificates and closing documents customary in form as those customarily provided to underwriters of registered offerings of equity securities of similar size and (E) afford GSI a reasonable opportunity to conduct a “due diligence” investigation with respect to Underlying Shares Issuer customary in scope for underwriters of underwritten offerings of equity securities; provided, however that, if Counterparty elects clause (i) above but the items referred to therein are not completed in a timely manner, or if GSI, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 5(c) shall apply at the election of Counterparty; (ii) in order to allow GSI to sell the Hedge Shares in a private placement, to cause Underlying Shares Issuer to enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance reasonably satisfactory to GSI and Underyling Shares Issuer, including customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to GSI, due diligence rights (for GSI or any designated buyer of the Hedge Shares from GSI), opinions and certificates and such other documentation as is customary for private placements agreements of equity offerings of similar size, all reasonably acceptable to GSI (in which case, the Calculation Agent shall make any adjustments, in a commercially reasonable manner, to the terms of any Transaction that are necessary, in its reasonable judgment, to compensate GSI for any discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from GSI at the Settlement Price on such Exchange Business Days, and in the amounts, requested by GSI. This Section 5(c) shall survive the termination, expiration or early unwind of any or all Transactions. For the avoidance of doubt, under no circumstances shall Counterparty be obligated to make the election described in clause (iii) of the preceding sentence.

     (d) No Restrictions on Transfer. The Shares transferred by Counterparty to GSI in accordance with the terms of the Underwriting Agreement are not subject to any restrictions on transfer whatsoever, other than those arising under the applicable securities laws.

     (e) Filing Obligations. As of the date of Counterparty’s most recent Schedule 13D filing with the Securities and Exchange Commission, Counterparty was the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 19.39% of the outstanding Underlying Shares. Other than any filings required by the letter dated March 30, 2010 from the Securities and Exchange Commission relating to the application for confidential treatment with respect to the Schedule 13D filed by Counterparty on February 22, 1010, Counterparty (i) has, as of the date hereof, filed all reports required to be filed by it as of such date, and (ii) as of the applicable due date, will file such reports in connection with the Transactions, under Sections 13(d) and (g) of the Exchange Act. All such Schedule 13D filings are or will be, as the case may be, available on the Securities and Exchange Commission website (www.sec.gov).

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6. Representations, Warranties and Covenants:

     (a) In connection with this Master Confirmation, each Confirmation and any other documentation relating to the Agreement, each party to this Master Confirmation represents and acknowledges to the other party on the date hereof that:

     (i) it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act and is entering into each Transaction as principal and not for the benefit of any third party; and

     (ii) it is an “eligible contract participant” as defined in Section 1a(12) of the Commodity Exchange Act, as amended (the “CEA”), and this Master Confirmation, the Confirmations and the Transactions are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a(33) of the CEA.

     (b) Counterparty represents and warrants to, and agrees with, GSI as of the Trade Date, that:

     (i) Counterparty is not aware of any material nonpublic information concerning Underlying Shares Issuer, the Shares or the Underlying Shares;

     (ii) it is not entering into this Master Confirmation and each Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares) for the purposes of inducing the purchase or sale of the Shares by others;

     (iii) it is entering into this Master Confirmation and each Confirmation in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and it has not entered into or altered any of its hedging transaction relating to the Shares corresponding to or offsetting the Transactions;

     (iv) it is not and, after giving effect to the Transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

     (v) it shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Termination Event in respect of which it is an Affected Party, a Potential Adjustment Event, an Extraordinary Event, a Corporate Transaction Event or an Additional Disruption Event, notify GSI within one (1) Scheduled Trading Day of its obtaining knowledge of such occurrence;

     (vi) except for the legal proceeding In re: Focus Media Limited Litigation, described under item 8.A—“Legal Proceedings” in the annual report on Form 20-F of Focus Media Holding Limited, as filed on June 29, 2010, and as subsequently amended on July 16, 2010 and September 7, 2010, there is not pending or, to Counterparty’s knowledge, threatened against Counterparty, any action, suit or proceeding before any governmental authority or governmental official or any arbitrator that could be reasonably be expected to affect the legality, validity or enforceability against Counterparty of the Agreement, this Master Confirmation and each Confirmation or Counterparty’s ability to perform its obligations under the Agreement, this Master Confirmation and each Confirmation;

     (vii) the Transactions do not conflict with, result in a breach or violation of, or constitute a default under, including by reason of its characterization as a derivative product: (A) the certificate of incorporation or by-laws (or any equivalent documents) of Counterparty, (B) assuming the full performance by GS&Co. of its obligations under the Underwriting Agreement, any agreement or instrument to which Counterparty is a party or by which Counterparty or any of its properties or assets is bound, or (C) any statute, rule or regulation applicable to, or any order of any court or governmental agency with jurisdiction over, Counterparty or Counterparty’s assets or properties;

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     (viii) Counterparty is acting for its own account, and has made its own independent decision to enter into the Transactions and as to whether each Transaction is appropriate or proper based upon Counterparty’s own judgment and upon advice from such legal, tax or other advisors as Counterparty has deemed necessary. Counterparty is not relying on any communication (written or oral) from GSI as tax, accounting or legal advice or as a recommendation to enter into the Transactions; it being understood that information and explanations related to the terms and conditions of the Transactions will not be considered to be tax, legal or accounting advice or a recommendation to enter into the Transactions. Any tax, legal or accounting advice or opinions of third party advisers which GSI has provided to Counterparty in connection with the Transactions has been provided to Counterparty for informational or background purposes only, it is not the basis on which Counterparty enters into the Transactions and will be independently confirmed by Counterparty or Counterparty’s advisors prior to entering into the Transactions. No communication (written or oral) received from GSI will be deemed to be an assurance or guarantee as to the expected results of the Transactions;

     (ix) Counterparty is capable of assessing the merits of and understanding the consequences of the Transactions (on Counterparty’s own behalf or through independent professional advice and has taken independent legal advice in connection with the Transactions), and understands and accepts, the terms, conditions and risks of the Transactions. In particular, but without limitation, Counterparty has understood, evaluated and is willing to accept: (A) the legal requirements pertaining to the Transactions; (B) the tax treatment of the Transactions; and (C) the accounting treatment of the Transactions; and

     (x) GSI is not acting as a fiduciary for or an adviser to Counterparty in respect of the Transactions.

     (c) Counterparty represents and warrants to GSI as of the date hereof, and as of the Premium Payment Date for any Transaction, that, assuming the full performance by GS&Co. of its obligations under the Underwriting Agreement, (A) Counterparty has the ability to pay its debts and obligations as such debts mature, does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, and (B) Counterparty is not or will not be insolvent at the time the Transactions are consummated, and was not or will not be rendered insolvent or will not be insolvent as a result thereof. Counterparty has not engaged and will not engage in any business or transaction with GSI after which the property remaining with Counterparty was or will be unreasonably small in relation to its business.

     (d) Counterparty has filed or caused to be filed all material tax returns that are required to be filed by Counterparty and has paid all material taxes shown to be due and payable on said returns or on any assessment made against Counterparty or any of Counterparty’s property and all other material taxes, assessments, fees, liabilities or other charges imposed on Counterparty or any of Counterparty’s property by any governmental authority. Counterparty agrees to notify GSI immediately upon becoming aware that a federal lien filing has been made in respect of Counterparty or any of Counterparty’s property or that any tax authority (including, without limitation, in the United States, the British Virgin Islands, the Republic of Singapore or the People’s Republic of China) intends to make or contemplates making any such filing. Such notification shall specify the nature and status of such filing.

     (e) During the period starting upon commencement of the Unwind Reference Period and ending upon settlement of all Components of any Transaction, Counterparty will not seek to control or influence GSI’s or any of its affiliates’ decision to (i) make any purchases or sales of Shares in connection with such Transaction or (ii) enter into any hedging transactions in respect of such Transaction.

     (f) At all times during the term of any Transaction, except for the Excluded Transactions as they relate to the Transactions, the Transaction Documents or the Sales Plan, Counterparty will not, and will not permit any of its Affiliates (as defined under Rule 12b-2 under the Exchange Act) to, without the prior written consent of GSI, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or announce or commence any tender offer relating to, any Shares or Underlying Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for the Shares or Underlying Shares; provided that, for the avoidance of doubt, the restrictions described in this Section 6(f) shall not apply to Underlying Shares Issuer.

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     (g) At all times during the term of any Transaction, except for the Excluded Transactions as they relate to the Transactions, the Transaction Documents or the Sales Plan, Counterparty will not, and will not permit any of its Affiliates (as defined under Rule 12b-2 under the Exchange Act) to, directly or indirectly, (A) offer, pledge, sell, contract to sell, sell any call option or other right or warrant to purchase, purchase any put option, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares, Underlying Shares or any securities convertible into or exercisable or exchangeable for Shares or Underlying Shares or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares or Underlying Shares, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Shares, Underlying Shares or such other securities, in cash or otherwise; provided that, for the avoidance of doubt, the restrictions described in this Section 6(g) shall not apply to Underlying Shares Issuer.

     (h) At all times during the term of any Transaction, Counterparty will: (i) except as disclosed in the Schedule 13D filed by Counterparty on February 5, 2010 and the agreements filed as exhibits 99.1 through 99.12 thereto, hold its assets in its own name and separate and distinct from those of any other person; (ii) engage in transactions and conduct all other business activities in its own name and present itself to the public as an entity separate from any of its affiliates; and (iii) maintain its financial statements, accounting records, and other entity documents separate from any other person or entity, and its financial statements shall show its assets separate and apart from those of any other person or entity, and it shall not have its assets listed on the financial statement of any other entity, except that its assets may be included in a consolidated financial statement of its affiliates.

     (i) Each of GSI and Counterparty acknowledges that the offer and sale of the Transactions to Counterparty is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof. Accordingly, Counterparty represents and warrants to GSI that (i) it has the financial ability to bear the economic risk of its investment in the Transactions and is able to bear a total loss of its investment and its investments in and liabilities in respect of the Transactions, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able to bear any loss in connection with the Transactions, including the loss of its entire investment in the Transactions, (ii) it is entering into the Transactions for its own account and without a view to the distribution or resale thereof, (iii) the assignment, transfer or other disposition of the Transactions has not been and will not be registered under the Securities Act and is restricted under this Master Confirmation, the Securities Act and other applicable securities laws, and (iv) its financial condition is such that it has no need for liquidity with respect to its investment in the Transactions and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transactions.

     (j) Counterparty acknowledges that:

     (i) during the term of any Transaction, GSI and its affiliates may buy or sell Shares, Underlying Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction;

     (ii) GSI and its affiliates may also be active in the market for the Shares or Underlying Shares other than in connection with hedging activities in relation to the Transactions;

     (iii) GSI shall make its own determination as to whether, when or in what manner any hedging or market activities in Issuer’s or Underlying Shares Issuer’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Settlement Price;

     (iv) any market activities of GSI and its affiliates with respect to the Shares or Underlying Shares may affect the market price and volatility of the Shares or Underlying Shares, as well as the Settlement Price, each in a manner that may be adverse to Counterparty; and

     (v) GSI may purchase and/or sell Shares or Underlying Shares for its own account at an average price that may be greater than, or less than, the Settlement Price.

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7. Miscellaneous:

     (a) Calculations on Early Termination and Set-Off. The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 7(a). Any amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 7(a) shall be effective to create a charge or other security interest. This Section 7(a) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

     (b) Termination on Bankruptcy. The parties hereto intend for:

(i) Each Transaction to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 555 and 560 of the Bankruptcy Code.

(ii) A party’s right to liquidate each Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” (as defined in the Bankruptcy Code).

(iii) Any cash, securities or other property provided as performance assurance, credit support or collateral with respect to each Transaction to constitute “transfers” made “by or to (or for the benefit of)” a “master netting agreement participant”, a “financial institution”, a “financial participant”, a “forward contract merchant” or a “swap participant” (each as defined in the Bankruptcy Code) within the meaning of Sections 546(e), 546(f), 546(g) and 546(j) of the Bankruptcy Code.

(iv) All payments for, under or in connection with each Transaction, all payments for the Shares and the transfer of such Shares to constitute “transfers” under a “swap agreement” and a “securities contract” defined in the Bankruptcy Code.

(v) All obligations under or in connection with each Transaction represent obligations in respect of “termination values”, “payment amounts” or “other transfer obligations” within the meaning of Section 362, 560 and 561 of the Bankruptcy Code.

(vi) Each of the parties hereto to be a “swap participant” and “financial participant” within the meaning of Sections 101(53C) and 101(22A) of the Bankruptcy Code.

     (c) Rule 10b5-1. The parties intend for each Transaction to comply with the requirements of Rule 10b5-1(c)(1)(i)(A) under the Exchange Act and this Master Confirmation and each Confirmation to constitute a binding contract or instruction satisfying the requirements of 10b5-1(c) and to be interpreted to comply with the requirements of Rule 10b5-1(c).

     (d) Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in calculating Loss pursuant to Section 6 of the Agreement GSI may (but need not) determine losses without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) “risk bid”, “volume weighted”

17

valuations or “private placement” discounts used to determine loss to avoid awaiting the delay associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or sooner following the designation of an Early Termination Date. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amount payable is effective.

     (e) Indemnification. Counterparty agrees, to the fullest extent permitted by applicable law, to indemnify and hold harmless GSI, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (GSI and each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities (or actions in respect thereof), joint or several, to which such Indemnified Party may become subject, under the Securities Act or otherwise, relating to or arising out of any Transaction. Counterparty will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from GSI’s fraud, willful misconduct, gross negligence or bad faith in performing its obligations under such Transaction. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition, Counterparty will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. Counterparty also agrees that no Indemnified Party shall have any liability to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection with or as a result of any matter referred to in this Agreement except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from the gross negligence, willful misconduct or bad faith of the Indemnified Party. The provisions of this Section 7(e) shall survive the completion of the Transactions and any assignment and/or delegation of any Transaction made pursuant to the Agreement, this Master Confirmation and/or any Confirmation shall inure to the benefit of any permitted assignee of GSI.

     (f) Transfer and Assignment. Either party may transfer or assign any of its rights or obligations under any Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that GSI may transfer or assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part, to any of its affiliates whose obligations hereunder are guaranteed by The Goldman Sachs Group, Inc. if (i) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment and (ii) as a result of such transfer and assignment, Counterparty will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that the Counterparty would have been required to pay to the Dealer in the absence of such transfer and assignment. If at any time at which (1) the Equity Percentage exceeds 9.0% or (2) GSI, GSI Group (as defined below) or any person whose ownership position would be aggregated with that of GSI or GSI Group (GSI, GSI Group or any such person, a “GS Person”) under any foreign, federal, state or local regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a GS Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”), GSI, in its discretion, is unable to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing and terms and within a time period reasonably acceptable to GSI such that an Excess Ownership Position no longer exists, GSI may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of any Transaction, such that an Excess Ownership Position no longer exists following such partial termination. In the event that GSI so designates an Early Termination Date with respect to a portion of any Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement and Section 7(d) of this Master Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Terminated Portion of such Transaction, (ii) Counterparty were the sole Affected Party with respect to such partial termination, (iii) such portion of such Transaction were the only Terminated Transaction and

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(iv) GSI were the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that GSI and any of its affiliates subject to aggregation with GSI for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with GSI (collectively, “GS Group”) “beneficially own” (within the meaning of Section 13 of the Exchange Act) without duplication on such day and (B) the denominator of which is the number of Shares outstanding on such day.

     (g) Additional Definitions; Amendments to Equity Definitions.

     (i) For the purposes of this Master Confirmation the following definitions will apply:

     “Depositary” means, in relation to the Shares, Citibank, N.A., or any successor thereto from time to time.

     “Deposit Agreement” means, (i) that certain Amended and Restated Deposit Agreement, dated as of April 9, 2007, by and among Issuer, the Depositary, and the holders and beneficial owners of the Shares and (ii) the other agreements or other instruments constituting the Shares, as from time to time amended or supplemented in accordance with their terms.

     “DS Amendment” means, where specified as applicable to a definition or provision, that the following changes shall be made to such definition or provision: (a) all references to “Shares” shall be deleted and replaced with the words “Shares and/or the Underlying Shares”; and (b) all references to “Issuer” shall be deleted and replaced with the words “Issuer or Underlying Shares Issuer, as appropriate”.

     “Replacement DSs” means depositary shares or receipts, other than the Shares, over the same Underlying Shares.

     (ii) The following amendments shall be made to the Equity Definitions:

(A) The definition of Potential Adjustment Event in Section 11.2(e) of the Equity Definitions shall be amended as follows:

(1)	the DS Amendment shall be applicable, provided that an event under Section 11.2(e)(i) to (vii) of the Equity Definitions in respect of the Underlying Shares shall not constitute a Potential Adjustment Event unless, in the opinion of the Calculation Agent, such event has a material effect on the theoretical value of the Shares; and
(2)	(x) ‘or’ shall be deleted where it appears at the end of subsection (vi);

(y)	‘.’ shall be deleted where it appears at the end of subsection (vii) and replaced with ‘; or’; and
(z)	the following shall be inserted as subsection (viii): “(viii) the making of any amendment or supplement to the terms of the Deposit Agreement that has substantially the same effect on the Shares as clauses (i) to (vi) hereof”.

(B) In making any adjustment following any Potential Adjustment Event, the Calculation Agent may, but is not required to, have reference to (among other factors) any adjustment made by the Depositary under the Deposit Agreement. If the Calculation Agent reasonably determines that no adjustment that it could make will produce a commercially reasonable result, it shall notify the parties that the relevant consequence shall be the termination of the relevant Transaction, in which case “Cancellation and Payment” will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions.

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(C)	The definitions of “Merger Event”, “Tender Offer”, “Share-for-Share”, “Share-for-Other” and “Share-for-Combined” in Section 12.1 of the Equity Definitions shall be amended in accordance with the DS Amendment.
(D)	Following the declaration by Underlying Shares Issuer of the terms of any Merger Event or Tender Offer in relation to the Underlying Shares, the Calculation Agent may, but is not required to, in determining any adjustment pursuant to Modified Calculation Adjustment, have reference to (among other factors) any adjustment made by the Depositary under the Deposit Agreement.
(E)	The definitions of Nationalization and Insolvency in Section 12.6 of the Equity Definitions shall be amended in accordance with the DS Amendment.
(F)	The consequence of a Nationalization or Insolvency in respect of the Depositary shall be Cancellation and Payment.
(G)	If the Depositary announces that the Deposit Agreement is (or will be) terminated, then an Additional Disruption Event shall be deemed to occur and:

(1)

Cancellation and Payment will apply as provided in this Master Confirmation; provided that the Calculation Agent may determine, in its sole discretion, that a replacement of the Shares with Replacement DSs or the Underlying Shares should take place and that one or more terms of any Transaction should be amended to preserve the fair value of such Transaction to GSI and if the Calculation Agent so determines, then Cancellation and Payment shall not apply in respect of such termination of the Deposit Agreement, as applicable, and references to Shares herein shall be replaced by references to such Replacement DSs or the Underlying Shares, as applicable, with such amendments as shall be determined by the Calculation Agent; and

(2)

where Cancellation and Payment applies under (G)(1) above in respect of a termination of the Deposit Agreement, the Equity Definitions shall be interpreted as follows: (i) such termination shall be deemed to be an “Extraordinary Event”; (ii) Cancellation and Payment shall apply as defined in Section 12.6(c)(ii) of the Equity Definitions; and (iii) the definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall include the following additional clause (vii) at the end of the first sentence thereof: “(vii) in the case of a termination of the Deposit Agreement, the date of the first public announcement by the Depository that the Deposit Agreement is (or will be) terminated”.

(H) The definitions of “Hedging Disruption” and “Increased Cost of Hedging” in the Equity Definitions shall each be amended as follows:

(1)

the words “any transaction(s) or asset(s) it deems necessary to hedge the equity price risk of entering into and performing its obligations with respect to the relevant Transaction” shall be deleted and replaced with the words “any Share(s), any transaction(s) referencing any Share(s), or any transaction(s) or asset(s) that, in each case, it deems necessary to hedge the equity price risk and/or foreign exchange risk of entering into and performing its obligations with respect to the relevant Transaction”; and

(2)

the words “any such transaction(s) or asset(s)” shall be deleted and replaced with the words “any such Share(s) or transaction(s) or asset(s).”

(I)	The definition of “Insolvency Filing” in Section 12.9(a)(iv) of the Equity Definitions shall be amended in accordance with the DS Amendment.
(J)	For the avoidance of doubt, where a provision is amended by this Section 7(g) in accordance with the DS Amendment, if the event described in such provision occurs in respect of the Underlying

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Shares or Underlying Shares Issuer, then the consequence of such event shall be interpreted consistently with the DS Amendment and such event.

     (h) Non-Confidentiality. The parties hereby agree that (i) effective from the date of commencement of discussions concerning the Transactions, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind, including opinions or other tax analyses, provided by GSI and its affiliates to Counterparty relating to such tax treatment and tax structure; provided that the foregoing does not constitute an authorization to disclose the identity of GSI or its affiliates, agents or advisers, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information, and (ii) GSI does not assert any claim of proprietary ownership in respect of any description contained herein or therein relating to the use of any entities, plans or arrangements to give rise to a particular United States federal income tax treatment for Counterparty.

     (i) Right to Extend. GSI may, without duplication with the provisions under “Regulatory Disruption” above, divide any Component of any Transaction into additional Components and designate the Expiration Date and the Component Number of Options for each such Component (and may make corresponding adjustments to the Final Disruption Date) if GSI determines, in its good faith and reasonable discretion, that such further division is reasonably necessary or advisable to preserve GSI’s hedging activity hereunder in light of existing liquidity conditions or to enable GSI or one of its affiliates to effect purchases of Shares in connection with its hedging activity hereunder in a manner that would, if GSI or such an affiliate were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal and regulatory requirements.

     (j) Counterparts. This Master Confirmation may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

     (k) Severability; Illegality. If compliance by either party with any provision of any Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of such Transaction shall not be invalidated, but shall remain in full force and effect.

     (l) Third Party Rights. This Master Confirmation and the Confirmations are not intended and shall not be construed to create any rights in any person other than Counterparty, GSI and their respective successors and assigns and no other person shall assert any rights as third-party beneficiary hereunder. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. All the covenants and agreements herein contained by or on behalf of Counterparty and GSI shall bind, and inure to the benefit of, their respective successors and assigns whether so expressed or not.

     (m) General Obligations Law of New York. With respect to each Transaction, (i) this Master Confirmation, as supplemented by the related Confirmation, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law of New York (the “General Obligations Law”); (ii) such Confirmation constitutes a “confirmation in writing sufficient to indicate that a contract has been made between the parties” hereto, as set forth in Section 5-701(b)(3)(b) of the General Obligations Law; and (iii) this Master Confirmation constitutes a prior “written contract” as set forth in Section 5-701(b)(1)(b) of the General Obligations Law, and each party hereto intends and agrees to be bound by this Master Confirmation, as supplemented by the related Confirmation.

     (n) Waiver of Rights. Any provision of this Master Confirmation and any Confirmation may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective.

     (o) Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to any Transaction. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transactions by, among other things, the mutual waivers and certifications provided herein.

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     (p) Submission to Jurisdiction. Section 13(b) of the Agreement is deleted in its entirety and replaced by the following:

     “Each party hereby irrevocably and unconditionally submits for itself and its property in any suit, legal action or proceeding relating to the Agreement and/or any Transaction, or for recognition and enforcement of any judgment in respect thereof (each, “Proceedings”), to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof. Nothing in this Master Confirmation or the Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States of America for the Southern District of New York lack jurisdiction over the parties or the subject matter of the Proceedings or decline to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under the Agreement or this Master Confirmation, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction.”

     (q) Process Agent. GSI appoints as its Process Agent: Goldman, Sachs & Co., 200 West Street, New York, NY 10282-2198. Counterparty appoints as its Process Agent: to be provided by Counterparty on or prior to the Effective Date.

     (r) Credit Support Document. With respect to Counterparty, the Guaranty shall each constitute a Credit Support Document for each Transaction. With respect to GSI, the guarantee dated as of or about the date hereof by The Goldman Sachs Group, Inc. in favor of Counterparty as beneficiary thereof, substantially in the form of Annex B hereto shall constitute a Credit Support Document for each Transaction, such guarantee to be delivered by GSI reasonably promptly following the Trade Date.

     (s) Credit Support Provider. In relation to Counterparty, Guarantor, and in relation to GSI, The Goldman Sachs Group, Inc.

     (t) Offices.

     (i) The Office of GSI for each Transaction is: Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom.

     (ii) The Office of Counterparty for each Transaction is: 28/F Zhao Feng World Trade Building, 369 Jiang Su Road, Shanghai 200060, People’s Republic of China.

     (u) Notices. Unless otherwise specified, notices under this Agreement may be made by telephone, to be confirmed in writing to the address below. Changes to this Section 7(u) must be made in writing.

(i)	If to Counterparty:
	JJ MEDIA INVESTMENT HOLDING LIMITED c/o Focus Media Holding Limited 28-30 /F, Zhao Feng World Trade Building 369 Jiangsa Road Shanghai 200050

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	People’s Republic of China Attn: Jason Jiang Phone: 8621-2216-4088 Fax: 8621-2216-4174
(ii)	If to GSI:
	GOLDMAN SACHS INTERNATIONAL Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom Attn: Equity Derivatives Documentation Department Fax: 44 20 7774 0899
	With a copy to:
	Goldman, Sachs & Co. 200 West Street New York, NY 10282-2198 Attn: Serge Marquie, Equity Capital Markets Phone: 212-902-9779 Fax: 917-977-4253 Email: marqse@am.ibd.gs.com
	With a copy to:
	Goldman Sachs International 67th Floor, Cheung Kong Center 2 Queens Road Central Hong Kong People’s Republic of China Attn: Ross Hiatt, Equity Capital Markets Phone: 852 2978 1025 Email: ross.hiatt@gs.com
	And email notification to the following address:
	Eq-derivs-notifications@am.ibd.gs.com

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Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83.

	Yours faithfully,
	GOLDMAN SACHS INTERNATIONAL
By:	/s/ Simon Hall
	Name:	Simon Hall
	Title:	Executive Director

Agreed and Accepted By:

JJ MEDIA INVESTMENT HOLDING LIMITED

By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Sole Director

[Signature Page to the Confirmation-Capped Call Transaction]

SCHEDULE A

CONFIRMATION

To:	JJ Media Investment Holding Limited
	c/o Focus Media Holding Limited
	28-30 /F, Zhao Feng World Trade Building
	369 Jiangsa Road
	Shanghai 200050
	People’s Republic of China
From:	Goldman Sachs International
Subject:	Capped Call Transaction
Ref. No:	SDB1631930669
Date:	September 7, 2010

     The purpose of this Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Confirmation is a binding contract between GSI and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1. This Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of September 7, 2010 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Confirmation except as expressly modified below.

2. The terms of the Transaction to which this Confirmation relates are as follows:

Trade Date:	September 7, 2010
Effective Date:	The date of the Time of Delivery (as such term is defined in the Underwriting Agreement (as defined in Section 5(a) of the Master Confirmation)).
Number of Options:	[     ], subject to adjustment pursuant to the provisions of the Master Confirmation.
Premium:	USD [     ]
Hedge Reference Price:	USD [     ]
Strike Price:	USD [     ]
Cap Price:	USD [     ]
Strike Price Percentage:	[     ]%
Cap Price Percentage:	[     ]%
Final Disruption Date:	[     ]

For each Component of the Transaction, the Component Number of Options and scheduled Expiration Date are set forth below:

	Component Number of
Component Number	Options	Expiration Date
[***]	[***]	[***]

3. This Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Confirmation by signing and delivering one or more counterparts.

*** Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Counterparty hereby agrees (i) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (ii) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/1983.

	Yours faithfully,
	GOLDMAN SACHS INTERNATIONAL
By:
	Name: Simon Hall
	Title: Executive Director

Agreed and Accepted By:
JJ MEDIA INVESTMENT HOLDING LIMITED
By:
	Name: Jason Nanchun Jiang
	Title: Sole Director

ANNEX A

GUARANTY

     GUARANTY (as the same may be amended, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of September [7], 2010 of Mr. Jason Nanchun Jiang (the “Guarantor”) in favor of Goldman Sachs International (the “Beneficiary”).

     WHEREAS, JJ Media Investment Holding Limited (the “Company”) and the Beneficiary have entered into (i) the Capped Call Transaction Master Confirmation, dated as of or about the date hereof, and each of the Confirmations, each dated as of or about the date hereof, subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (as further amended, supplemented or modified from time to time, and together with all schedules, annexes and exhibits thereto, the “Capped Call Confirmation”), (ii) the Share Swap Transaction Confirmation, dated as of or about the date hereof, and the Supplemental Confirmation, dated as of or about the date hereof, subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (as further amended, supplemented or modified from time to time, and together with all schedules, annexes and exhibits thereto, the “Swap Confirmation”) and (iii) the other Transaction Documents (as defined in the Capped Call Confirmation);

     WHEREAS, in consideration of the entry of the Beneficiary into the Capped Call Confirmation and the obligations of Beneficiary pursuant thereto and the entry of the Beneficiary into the Swap Confirmation and the obligations of Beneficiary pursuant thereto, the Guarantor has agreed to guarantee the payment of all amounts, and the performance of all obligations, by the Company under the Swap Confirmation, the Capped Call Confirmation and the other Transaction Documents;

     WHEREAS, all capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Capped Call Confirmation or the Swap Confirmation, as the case may be;

     NOW, THEREFORE, the Guarantor hereby agrees as follows:

     Section 1. The Guaranty.

          (a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Beneficiary, with effect from the date of the Swap Confirmation and the other Transaction Documents, the due and punctual payment (and not merely collection), in U.S. dollars, of all present and future amounts, whether absolute or contingent, and whether for principal, interest, fees, breakage costs, expenses, indemnification or otherwise, owing by the Company under the Swap Confirmation, the Capped Call Confirmation and the other Transaction Documents, as and when such amounts become due and payable, whether at their scheduled due dates, upon acceleration or otherwise (or would otherwise be owing, due or payable under the Swap Confirmation and the other Transaction Documents) and the performance of all delivery and other obligations of the Company under the Swap Confirmation and the other Transaction Documents in accordance with the terms thereof (such payment and performance obligations, the “Guaranteed Obligations”).

          (b) The obligations of the Guarantor under this Guaranty constitute a guaranty of payment and performance when due and not of collection.

          (c) The Guarantor hereby agrees to pay all costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by the Beneficiary in enforcing this Guaranty.

          (d) In no event shall the Beneficiary be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. The Beneficiary shall have the right, individually or jointly, to demand payment or performance of the Guaranteed Obligations upon failure of the Company punctually to pay or perform the same and to enforce the obligations of the Guarantor under this Guaranty. Accordingly, upon failure of the Company punctually to pay or perform any Guaranteed Obligation and upon demand by the Beneficiary to the Guarantor, the Guarantor agrees to pay or perform, or cause to be paid or performed, such Guaranteed Obligation; provided that delay by the Beneficiary in giving such demand shall in no event affect the Guarantor’s obligations

under this Guaranty. The rights, powers, remedies and privileges provided in this Guaranty are cumulative and not exclusive of any rights, powers, remedies and privileges provided by any other agreement or by law.

          (e) The Guarantor hereby agrees that this is a continuing guaranty and that the Guaranteed Obligations shall be unconditional. The Guaranteed Obligations shall not be discharged except by the complete payment of the amounts payable under the Swap Confirmation, the Capped Call Confirmation and the other Transaction Documents, irrespective of (1) any claim as to the validity, regularity or enforceability of the Swap Confirmation or this Guaranty or any other of the other Transaction Documents; (2) any purported lack of authority of the Company to execute or deliver the Transaction Documents; (3) any change in the time, manner or place of payment of, or in any other term of, or amendment to, any Transaction Document; (4) any waiver or consent by the Beneficiary with respect to any provisions of the Swap Confirmation or any other Transaction Document or any compromise or release of any of the obligations thereunder; (5) the absence of any action to enforce the Swap Confirmation or any other Transaction Document, to recover any judgment against the Company or to enforce a judgment against the Company under the Swap Confirmation or any other Transaction Document; (6) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Company; (7) any setoff, counterclaim, or defense of any kind or nature which may be available to or asserted by the Guarantor or the Company against the Beneficiaries or any of their affiliates; (8) any impairment, furnishing, exchange or release of, or failure to perfect or enforce any security interest in, collateral securing the Obligations; (9) any change in the laws, rules or regulations of any jurisdiction; (10) any present or future action of any governmental authority amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Company under the Swap Confirmation or any other Transaction Document to which it is a party or of the Guarantor under this Guaranty, or (11) any other circumstance (other than full payment or performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally.

          (f) The Guarantor hereby waives diligence, presentment, demand on the Company for payment or otherwise, any filing of claims, any requirement of a prior proceeding against the Company and protest or notice of any kind whatsoever. If at any time (including any time after termination or expiration of this Guaranty) payment of any of the Guaranteed Obligations is rescinded or must be otherwise restored or returned by the Beneficiary upon the insolvency, bankruptcy or reorganization of the Company or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by such Beneficiary, all as though such payment had not been made.

     Section 2. Representations and Warranties. The Guarantor represents and warrants to the Beneficiary on the date hereof and during the duration of this Guaranty that:

          (a) he has full power, authority, and legal right to execute and deliver this Guaranty and to perform the provisions of this Guaranty on his part to be performed;

          (b) this Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, binding and enforceable obligation of the Guarantor and the Guarantor’s executors, administrators, guardians, conservators, successors and assigns;

          (c) his execution, delivery and performance of this Guaranty have been and remain duly authorized by all necessary action and do not contravene any provision of any organizational document, any laws applicable to him or any contractual restriction binding on him or his assets;

          (d) no notice to, consent, authorization or approval by, or filing with, any governmental authority having jurisdiction over the Guarantor or his property is required for his execution, delivery or performance of this Guaranty;

          (e) except for the legal proceeding In re: Focus Media Limited Litigation, described under item 8.A—“Legal Proceedings” in the annual report on Form 20-F of Focus Media Holding Limited, as filed on June 29, 2010, and as subsequently amended on July 16, 2010 and September 7, 2010, to which proceeding Jason Nanchun Jiang as a director of Focus Media Holding Group is named as a party, there is not pending or, to the Guarantor’s knowledge, threatened against the Guarantor, any action, suit or proceeding before any governmental authority or governmental official or any arbitrator that could be reasonably be expected to affect the legality,

validity or enforceability against the Guarantor of this Guaranty or the Guarantor’s ability to perform his obligations under this Guaranty; and

          (f) the execution by the Guarantor of this Guaranty is a free, voluntary and competent act.

     Section 3. Subrogation of Rights. By accepting this Guaranty and entering into the Transaction Documents to which it is a party, the Beneficiary agrees that the Guarantor shall be subrogated to all rights of the Beneficiary against the Company in respect of any amounts paid by the Guarantor pursuant to this Guaranty, provided that the Guarantor shall be entitled to enforce or to receive any payment or take any other action arising out of or based upon such right of subrogation only when all amounts payable by the Company under the Transaction Documents to which it is a party have been paid and the Transaction Documents to which it is a party have been terminated.

     Section 4. Binding Effect. This Guaranty shall be binding upon the Guarantor, his executors, administrators, guardians, conservators, successors and assigns and shall inure to the benefit of each Beneficiary and its successors and assigns. The Guarantor may not assign his rights nor delegate his obligations under this Guarantee, in whole or in part, without prior written consent of the Beneficiary, and any purported assignment or delegation absent such consent is void. If the Beneficiary assigns or otherwise transfers all or any portion of its rights and obligations under the Swap Confirmation or the Capped Call Confirmation to any other Person, in each case, in accordance with the terms thereof, then such other Person shall thereupon become a Beneficiary hereunder vested with all the benefits in respect of such transferred rights and obligations granted to the predecessor Beneficiary herein.

     Section 5. Notices. Any notice to the Guarantor hereunder shall be in writing and sent in any manner permitted by Section 12(a) of the Agreement (as defined in the Swap Confirmation) to the following address and person or to such other address or person’s attention as the Guarantor shall from time to time notify the Beneficiary.

Jason Nanchun Jiang
c/o Focus Media Holding Company
28-30/F, Zhao Feng World Trade Building
369 Jiangsa Road
Shanghai 200050
People’s Republic of China

     Any notice addressed as provided above shall be deemed given as provided in Section 12(a) of the Agreement (as defined in the Swap Confirmation).

     Section 6. Governing Law; Submission to Jurisdiction.

          (a) This Guaranty shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction.

          (b) The Guarantor irrevocably submits to the “jurisdiction” specified in Section 13(b) of the Agreement (as defined in, and modified by, the Swap Confirmation) for purposes of any action or proceeding relating to this Guaranty and irrevocably appoints the Process Agent identified in Section 6(o) of the Swap Confirmation as its agent to receive service of summons or any other legal process in connection with any action or proceeding relating to this Guaranty brought in any such court. The Guarantor irrevocably waives, to the fullest extent permitted by law, any defense or objection it may have that any such action or proceeding in any such court has been brought in an inconvenient forum.

     Section 7. Amendment. This Guaranty shall not be amended, supplemented or otherwise modified except by a writing signed by the Guarantor and the Beneficiary.

     Section 8. Gross-Up. The provisions of Section 2(d) of the Agreement (as defined in the Swap Confirmation) are incorporated by reference herein mutatis mutandis for the benefit of the Beneficiary with respect to any and all payments by the Guarantor under this Guaranty.

     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

GUARANTOR
By:
Name:	Jason Nanchun Jiang

ACCEPTED BY:

GOLDMAN SACHS INTERNATIONAL

By:

Name:

Title:

ANNEX B

September [__], 2010

JJ Media Investment Holding Limited
c/o Focus Media Holding Limited
28-30 /F, Zhao Feng World Trade Building
369 Jiangsa Road
Shanghai 200050
People’s Republic of China

Ladies and Gentlemen:

For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of Goldman Sachs International, a subsidiary of the Guarantor and an unlimited liability company duly organized under the laws of England (the “Company”), to JJ Media Investment Holding Limited (the “Counterparty”) arising out of or under the Capped Call Confirmation, as defined below (the “Obligations”). This Guaranty is one of payment and not of collection.

As used herein:

“Capped Call Confirmation” means the Capped Call Transaction Master Confirmation between the Company and the Counterparty dated as of September 7, 2010, and each of the related Confirmations, each dated as of September 7, 2010, subject to the 1992 ISDA Master Agreement (Multicurrency-Cross Border) incorporated therein (as further amended, supplemented or modified from time to time, and together with all schedules, annexes and exhibits thereto, the “Deemed ISDA Master Agreement”).

The Guarantor hereby waives notice of acceptance of this Guaranty and notice of the Obligations, and waives presentment, demand for payment, protest, notice of dishonour or non-payment of the Obligations, suit or the taking of other action by Counterparty against, and any other notice to, the Company, the Guarantor or others.

The Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder: (1) agree with the Company to make any change in the terms of the Obligations; (2) take or fail to take any action of any kind in respect of any security for the Obligations; (3) exercise or refrain from exercising any rights against the Company or others in respect of the Obligations; or (4) compromise or subordinate the Obligations, including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor.

This Guaranty shall continue in full force and effect until the opening of business on the fifth business day after Counterparty receives written notice of termination from the Guarantor. It is understood and agreed, however, that notwithstanding any such termination this Guaranty shall continue in full force and effect with respect to all Obligations which shall have been incurred prior to such termination.

The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported assignment or delegation absent such consent is void, except for an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise. Upon any such delegation and assumption of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF

CONFLICTS OF LAW. GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.

Very truly yours,
THE GOLDMAN SACHS GROUP, INC.
By:
	Authorized Officer

EX-99.15

Exhibit 99.15

EXECUTION VERSION

CONFIRMATION

To:	JJ Media Investment Holding Limited
	c/o Focus Media Holding Limited
	28-30 /F, Zhao Feng World Trade Building
	369 Jiangsa Road
	Shanghai 200050
	People’s Republic of China
From:	Goldman Sachs International
Subject:	Capped Call Transaction 1
Ref. No:	SDB1631930669
Date:	September 7, 2010

     The purpose of this Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Confirmation is a binding contract between GSI and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1. This Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of September 7, 2010 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Confirmation except as expressly modified below.

2. The terms of the Transaction to which this Confirmation relates are as follows:

Trade Date:	September 7, 2010
Effective Date:	September 13, 2010
Number of Options:	3,366,680, subject to adjustment pursuant to the provisions of the Confirmation.
Premium:	USD[***]
Hedge Reference Price:	USD19.2500
Strike Price:	USD[***]
Cap Price:	USD[***]
Strike Price Percentage:	[***]%
Cap Price Percentage:	[***]%
Final Disruption Date:	September 13, 2011

*** Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

For each Component of the Transaction, the Component Number of Options and scheduled Expiration Date are set forth below:

	Component Number of
Component Number	Options	Expiration Date
[***]	[***]	[***]

3. This Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Confirmation by signing and delivering one or more counterparts.

Counterparty hereby agrees (i) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (ii) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/1983.

	Yours faithfully, GOLDMAN SACHS INTERNATIONAL
By:	/s/ Simon Hall
	Name:	Simon Hall
	Title:	Executive Director

Agreed and Accepted By:

JJ MEDIA INVESTMENT HOLDING LIMITED
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Sole Director

EXECUTION VERSION

CONFIRMATION

To:	JJ Media Investment Holding Limited
	c/o Focus Media Holding Limited
	28-30 /F, Zhao Feng World Trade Building
	369 Jiangsa Road
	Shanghai 200050
	People’s Republic of China
From:	Goldman Sachs International
Subject:	Capped Call Transaction 2
Ref. No:	SDB1631930669
Date:	September 7, 2010

     The purpose of this Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Confirmation is a binding contract between GSI and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1. This Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of September 7, 2010 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Confirmation except as expressly modified below.

2. The terms of the Transaction to which this Confirmation relates are as follows:

Trade Date:	September 7, 2010
Effective Date:	September 13, 2010
Number of Options:	3,366,660, subject to adjustment pursuant to the provisions of the Confirmation.
Premium:	USD[***]
Hedge Reference Price:	USD19.2500
Strike Price:	USD[***]
Cap Price:	USD[***]
Strike Price Percentage:	[***]%
Cap Price Percentage:	[***]%
Final Disruption Date:	September 13, 2011

*** Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

For each Component of the Transaction, the Component Number of Options and scheduled Expiration Date are set forth below:

	Component Number of
Component Number	Options	Expiration Date
[***]	[***]	[***]

3. This Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Confirmation by signing and delivering one or more counterparts.

Counterparty hereby agrees (i) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (ii) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/1983.

	Yours faithfully, GOLDMAN SACHS INTERNATIONAL
By:	/s/ Simon Hall
	Name:	Simon Hall
	Title:	Executive Director

Agreed and Accepted By:

JJ MEDIA INVESTMENT HOLDING LIMITED
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Sole Director

EXECUTION VERSION

CONFIRMATION

To:	JJ Media Investment Holding Limited
	c/o Focus Media Holding Limited
	28-30 /F, Zhao Feng World Trade Building
	369 Jiangsa Road
	Shanghai 200050
	People’s Republic of China
From:	Goldman Sachs International
Subject:	Capped Call Transaction 3
Ref. No:	SDB1631930669
Date:	September 7, 2010

     The purpose of this Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Confirmation is a binding contract between GSI and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1. This Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of September 7, 2010 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Confirmation except as expressly modified below.

2. The terms of the Transaction to which this Confirmation relates are as follows:

Trade Date:	September 7, 2010
Effective Date:	September 13, 2010
Number of Options:	3,366,660, subject to adjustment pursuant to the provisions of the Confirmation.
Premium:	USD[***]
Hedge Reference Price:	USD19.2500
Strike Price:	USD[***]
Cap Price:	USD[***]
Strike Price Percentage:	[***]%
Cap Price Percentage:	[***]%
Final Disruption Date:	September 13, 2011

*** Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

For each Component of the Transaction, the Component Number of Options and scheduled Expiration Date are set forth below:

	Component Number of
Component Number	Options	Expiration Date
[***]	[***]	[***]

3. This Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Confirmation by signing and delivering one or more counterparts.

Counterparty hereby agrees (i) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (ii) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/1983.

	Yours faithfully, GOLDMAN SACHS INTERNATIONAL
By:	/s/ Simon Hall
	Name:	Simon Hall
	Title:	Executive Director

Agreed and Accepted By:

JJ MEDIA INVESTMENT HOLDING LIMITED

By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Sole Director

EX-99.16

Exhibit 99.16

EXECUTION VERSION

Goldman Sachs International | Peterborough Court | 133 Fleet Street | London EC4A 2BB | Tel: 020-7774-1000 | Telex: 887902 | Cable: GOLDSACHS LONDON | Registered in England No. 2263951 | Registered Office As Above | Regulated by The Financial Services Authority

Opening Transaction

To:	JJ Media Investment Holding Limited
	c/o Focus Media Holding Limited
	28-30 /F, Zhao Feng World Trade Building
	369 Jiangsa Road
	Shanghai 200050
	People’s Republic of China
A/C:	011887544
From:	Goldman Sachs International
Re:	Share Swap Transaction
Ref. No:	SDB1631930672
Date:	September 7, 2010

Dear Sir(s):

     The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”). This Confirmation, taken alone, is neither a commitment by either party to enter into the Transaction nor evidence of the Transaction. The additional terms of the Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto (the “Supplemental Confirmation”), which shall reference this Confirmation and supplement, form a part of, and be subject to this Confirmation. This Confirmation and the Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below.

1. This Confirmation is subject to, and incorporates, the 2006 ISDA Definitions (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

2. This Confirmation and the Supplemental Confirmation supplement, form a part of, and are subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “Agreement”), as if GSI and Counterparty had executed the Agreement on the date of this Confirmation (but without any Schedule, except for (i) the election of Loss and Second Method, New York law (without regard to the conflicts of law principles thereof) as the governing law and U.S. Dollars (“USD”) as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to the Transaction, (iii) the replacement of the word “third” in the last line of Section 5(a)(i) with the word “first”, (iv) solely with respect to the Transaction under this Confirmation, the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Counterparty, with a “Threshold Amount” of USD 25 million; provided that the phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi), and (v) the provisions of Section 6 below). The Transaction and each Transaction under the Capped Call Confirmation (as defined below) shall be deemed to be Transactions under the same Agreement and shall be deemed the only Transactions under the Agreement.

1

     All provisions contained in the Agreement are incorporated into and shall govern this Confirmation and the Supplemental Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation, the Supplemental Confirmation, the Agreement, the Equity Definitions and/or the 2006 Definitions, as the case may be, the following will prevail in the order of precedence indicated: (i) the Supplemental Confirmation, (ii) this Confirmation, (iii) the Agreement, (iv) the Equity Definitions and (v) the 2006 Definitions.

3. The Transaction constitutes a Swap Transaction for purposes of the 2006 Definitions and a Share Swap Transaction for the purposes of the Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation, shall govern the Transaction.

General Terms:

Trade Date:	As set forth in the Supplemental Confirmation.
Effective Date:	As set forth in the Supplemental Confirmation.
Termination Date:	The Cash Settlement Payment Date.
Shares:	The American Depositary Shares of Focus Media Holding Limited (“Issuer”), issued or deemed issued under the Deposit Agreement (as defined below) (Symbol: “FMCN”), each representing five (5) Underlying Shares.
Underlying Shares:	The ordinary shares of Underlying Shares Issuer, par value USD 0.00005 per Underlying Share.
Underlying Shares Issuer:	Focus Media Holding Limited
Exchange:	The NASDAQ Global Select Market
Related Exchange(s):	All Exchanges

Equity Amounts Payable:

Equity Amount Payer:	Counterparty
Number of Shares:	As set forth in the Supplemental Confirmation.
Equity Notional Amount:	As set forth in the Supplemental Confirmation, to be equal to the product of (i) the Number of Shares for the Transaction and (ii) the Initial Price for the Transaction.
Equity Notional Reset:	Not Applicable
Equity Payment Date:	The Cash Settlement Payment Date
Final Valuation Date:	The last Exchange Business Day of the Averaging Period, subject to “Valuation Disruption” below.
Type of Return:	Total Return
Initial Price:	As set forth in the Supplemental Confirmation.
Final Price:	In respect of the Final Valuation Date, the arithmetic mean of the VWAP Prices of the Shares for each Valuation Date, subject to “Valuation Disruption” below.

2

VWAP Price:	For each Valuation Date, subject to “Valuation Disruption” below, means the NASDAQ volume weighted average price per share of the Shares as displayed under the heading “Bloomberg VWAP” on Bloomberg page “FMCN.UQ <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (determined without regard to after hours trading or any other trading outside of the regular trading session trading hours) (or if such volume-weighted average price is unavailable or is, in the Calculation Agent’s reasonable discretion, erroneous, the market value of one Share on such Exchange Business Day reasonably determined by the Calculation Agent using a volume-weighted average method).
Market Disruption Event:	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Averaging Period” after the word “material,” in the third line thereof.
Early Closure:	The definition of “Early Closure” in Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
Disrupted Day:	Without limiting the generality of Section 6.4 of the Equity Definitions, any Exchange Business Day, on which a Regulatory Disruption occurs, shall also constitute a Disrupted Day.
Regulatory Disruption:	In the event that GSI concludes, in its good faith and reasonable discretion, based on the advice of counsel, that it is reasonably necessary or appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GSI), for it to refrain from all or any part of the market activity in which it would otherwise engage in connection with the Transaction on any Exchange Business Day during the period commencing on the Averaging Period Start Date and ending on the Cash Settlement Payment Date, GSI shall use its reasonable efforts to notify Counterparty in writing that a Regulatory Disruption has occurred on such Exchange Business Day without specifying (and GSI shall not otherwise communicate to Counterparty) the nature of such Regulatory Disruption.
Valuation Dates:	Each Exchange Business Day during the Averaging Period, subject to “Valuation Disruption” below.

3

Valuation Disruption:	Notwithstanding anything to the contrary in the Equity Definitions, to the extent that a Disrupted Day occurs during the Averaging Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the remaining Exchange Business Days during the Averaging Period. If any such Disrupted Day is a Disrupted Day because of a Market Disruption Event, the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Final Price or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weighting of the VWAP Price for the relevant Valuation Date shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Final Price with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Scheduled Trading Day on which the Exchange is scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full.
	If a Disrupted Day occurs during the Averaging Period and, following such Disrupted Day, no Exchange Business Day that is not a Disrupted Day has occurred as of the Final Disruption Date, then the Calculation Agent, in its good faith and commercially reasonable discretion, shall deem such Final Disruption Date to be a Valuation Date that is not a Disrupted Day and determine the VWAP Price for such Valuation Date using its good faith estimate of the value of the Shares on such Valuation Date based on the volume, historical trading patterns and price of the Shares and such other factors as it reasonably deems appropriate.
Averaging Period:	As set forth in the Supplemental Confirmation.
Averaging Period Start Date:	As set forth in the Supplemental Confirmation.
Final Disruption Date:	As set forth in the Supplemental Confirmation.

Floating Amounts Payable:

Floating Amount Payer:	GSI
Notional Amount:	The Equity Notional Amount; provided that, for any Calculation Period the Notional Amount shall be the sum of the Adjusted Notional Amounts for each day in such Calculation Period divided by the actual number of days in such Calculation Period.
Adjusted Notional Amount:	In respect of each day in any Calculation Period, (i) for each day of determination prior to the day that is one Settlement

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	Cycle following the initial Exchange Business Day in the Averaging Period, the Notional Amount for such period, unadjusted by this provision (the “Unadjusted Notional Amount”) and (ii) for each day of determination commencing on the day that is one Settlement Cycle following such initial Exchange Business Day, the Unadjusted Notional Amount multiplied by (a) one minus (b) the number of Exchange Business Days of the Averaging Period elapsed up to and including the day that is one Settlement Cycle prior to such day of determination divided by the total number of Exchange Business Days in the Averaging Period.
	To the extent that a Disrupted Day occurs during the Averaging Period, the Calculation Agent will adjust the Adjusted Notional Amount computation accordingly.
Payment Date(s):	The Cash Settlement Payment Date
Floating Rate Option:	USD-Federal Funds-H.15-Bloomberg
Spread:	0.0% per annum
Floating Rate Day Count Fraction:	Actual/360
Reset Date(s):	The first day of each Calculation Period
Business Days:	New York and London
Business Day Convention:	Modified Following

Settlement Terms:

Cash Settlement:	Applicable
Settlement Currency:	USD
Cash Settlement Payment Dates:	The third (3rd) Currency Business Day following the Final Valuation Date.

Dividends:

Dividend Period:	First Period
Dividend Amount:	The Ex Amount multiplied by the Number of Shares; provided that the Calculation Agent shall make appropriate adjustments to the Number of Shares if an ex-dividend date occurs on or following the date that is one Settlement Cycle following the Averaging Period Start Date.
Dividend Payment Date(s):	With respect to any Dividend Amount, the day on which the related dividend is paid by the Depositary to holders of record of the Shares.
Re-investment of Dividends:	Not Applicable

Share Adjustments:

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Potential Adjustment Event:	Notwithstanding Section 11.2(e)(v) of the Equity Definitions, none of the Authorized Repurchases shall constitute a Potential Adjustment Event.
	“Authorized Repurchases” means the USD 300 million open market Share repurchase program that has been announced by Underlying Shares Issuer prior to the Trade Date pursuant to which approximately USD 37 million of the Shares and/or the Underlying Shares have been repurchased by Underlying Shares Issuer as of the Trade Date, including, for the purposes of determining any remaining capacity under such program, any repurchase by Underlying Shares Issuer pursuant to a single, private, off-exchange transaction between Underlying Shares Issuer and a certain holder of Underlying Shares effected, to the extent Rule 102(b)(6) of Regulation M under the Exchange Act is applicable, in a manner compliant with such Rule 102(b)(6), in all cases, any such purchases to be effected upon arm’s-length terms and conducted in a manner and on pricing terms consistent with customary equity repurchase transactions, or at a discount to prevailing market prices at the time of such purchases, but not at a premium to such prevailing market prices.
Method of Adjustment:	Calculation Agent Adjustment

Extraordinary Events:

New Shares:	In the definition of “New Shares” in Section 12.1(i) of the Equity Definitions, the text in subsection (i) shall be deleted in its entirety and replaced with: “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors)”.
Consequences of Merger Events:

Share-for-Share:	Calculation Agent Adjustment
Share-for-Other:	Cancellation and Payment
Share-for-Combined:	Component Adjustment

Tender Offer:	Applicable
Consequences of Tender Offers:

Share-for-Share:	Calculation Agent Adjustment
Share-for-Other:	Cancellation and Payment
Share-for-Combined:	Component Adjustment

Composition of Combined Consideration: Not Applicable; provided that, notwithstanding Sections 12.1(f) and 12.5(b) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares

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	pursuant to a Tender Offer or Merger Event could be determined by a holder of the Shares, the Calculation Agent will, in its reasonable discretion, determine such composition.
Amendments Regarding Merger Events and Tender Offers:	(i) Section 12.1(l) of the Equity Definitions shall be amended (x) by deleting the parenthetical phrase in both the third line thereof and the fifth line thereof and (y) by replacing the word “that” in both the third line thereof and the fifth line thereof with the words “whether or not such announcement”; (ii) Sections 12.1(b), 12.2(b), 12.2(e), 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Merger Date” and “Tender Offer Date”, as the case may be, with the words “Announcement Date”; (iii) Section 12.1(d) of the Equity Definitions shall be amended by replacing the words “that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain” with the words “to purchase, or otherwise obtain or have the right to obtain”; and (iv) (A) Section 12.2(e) shall be amended by inserting, in the first line thereof, after the newly inserted words “Announcement Date”, the words "(or, if the Calculation Agent reasonably determines that such adjustment is appropriate, on the relevant Merger Date or the date on which the Calculation Agent reasonably determines that the Merger Event, with respect to which such Announcement Date has occurred, will not be completed)” and (B) Section 12.3(d) shall be amended by inserting, in the first line thereof, after the newly inserted words “Announcement Date”, the words “(or, if the Calculation Agent reasonably determines that such adjustment is appropriate, on the relevant Tender Offer Date or the date on which the Calculation Agent reasonably determines that an event, with respect to which such Announcement Date has occurred, will not be completed)”.
Nationalization, Insolvency or Delisting:	Cancellation and Payment; provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed or re-traded on any of the New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed or re-traded on any such exchange, such exchange shall be deemed to be the Exchange.
Determining Party:	For all applicable Extraordinary Events, GSI; provided that, upon receipt of written request from Counterparty, Determining Party shall promptly (but in no event later than within seven (7) Scheduled Trading Days from the receipt of such request) provide Counterparty with a written explanation describing in reasonable detail any determination made by it (including any quotations, market data or information from internal sources used in making such calculations, but without disclosing GSI’s proprietary models).

7

Additional Disruption Events:

(a) Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation” and (ii) replacing the word “Shares” in clause (X) thereof with the phrase “Hedge Positions”; and provided, further that any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted on or after the Trade Date.
(b) Failure to Deliver:	Not Applicable
(c) Insolvency Filing:	Applicable
(d) Hedging Disruption:	Applicable
(e) Increased Cost of Hedging:	Applicable
Determining Party:	For all applicable Additional Disruption Events, GSI; provided that, upon receipt of written request from Counterparty, Determining Party shall promptly (but in no event later than within seven (7) Scheduled Trading Days from the receipt of such request) provide Counterparty with a written explanation describing in reasonable detail any determination made by it (including any quotations, market data or information from internal sources used in making such calculations, but without disclosing GSI’s proprietary models).

Hedge Positions:	The definition of “Hedge Positions” in Section 13.2(b) of the Equity Definitions shall be amended by (i) inserting the words “, unwind, termination” after the words “entry into” and before the words “or maintenance” in the first line and (ii) replacing the words “a party” with the words “GSI or its Affiliates” in the third line.
Non-Reliance:	Applicable
Agreements and Acknowledgements Regarding Hedging Activities:	Applicable
Additional Acknowledgements:	Applicable
Transfer:	Notwithstanding anything to the contrary in the Agreement, GSI may assign, transfer and set over all rights, title and

8

	interest, powers, privileges and remedies of GSI under the Transaction, in whole or in part, to any person without the consent of Counterparty; provided that with respect to either this Transaction or any Transaction under the Capped Call Confirmation (as defined below) (i) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and (ii) as a result of such transfer, Counterparty will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that the Counterparty would have been required to pay to GSI in the absence of such transfer or to receive a payment from which an amount is required to be deducted or withheld for or on account of a tax that would not have been so deducted or withheld absent such assignment or transfer.
GSI Payment Instructions:	To be provided by GSI
Counterparty Payment Instructions: Calculation Agent.	To be provided by Counterparty GSI; provided that, upon receipt of written request from Counterparty, Calculation Agent shall promptly (but in no event later than within seven (7) Scheduled Trading Days from the receipt of such request) provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from internal sources used in making such calculations, but without disclosing GSI’s proprietary models).

4. Effectiveness:

     (a) Conditions to Effectiveness. The effectiveness of this Confirmation and the Supplemental Confirmation on the Effective Date shall be subject to the following conditions:

(i)	The “Effective Date” shall have occurred, and all conditions to effectiveness specified in Section 5(a) of the Capped Call Master Confirmation (as defined below) shall have been satisfied, under the Capped Call Transaction Confirmation, dated as of or about the date hereof (including any schedules or annexes thereto), subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border), as supplemented by each of the Confirmations, each dated as of or about the date hereof (as further amended, supplemented or modified from time to time, the “Capped Call Confirmation”), in respect of certain capped call transactions relating to the Shares.
(ii)	All of the representations and warranties of Counterparty and GSI hereunder and under the Agreement, including this Confirmation and the Supplemental Confirmation, shall be true and correct on such Effective Date and each of Counterparty and GSI shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to such Effective Date.
(iii)	Counterparty shall have (i) delivered to Citibank, N.A. a repayment letter (the “Payoff Letter”), dated on or about the date hereof, with respect to the Margin Loan Agreement, dated as of November 13, 2009 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Counterparty, the lenders from time to time parties thereto and Citibank, N.A., as administrative agent and collateral agent, providing for repayment of the loan and release of “Collateral” (as defined in the Loan Agreement), (ii) delivered to Citibank, N.A. instructions specifying details of the Securities Account (as defined in the Pledge

9

Agreement (as defined below)) and (iii) used its best efforts to ensure the delivery of the Shares in accordance with the terms of the Pledge Agreement (as defined below).

     (b) Early Unwind. If delivery of, and payment for, the Shares (as such term is defined in the Underwriting Agreement, dated as of or about the date hereof, among Underlying Shares Issuer, Counterparty, GSI and Goldman, Sachs & Co. (“GS&Co.”) (including any schedules, annexes or supplements thereto, the “Underwriting Agreement”)) shall not have occurred by the Time of Delivery (as such term is defined in the Underwriting Agreement) pursuant to Section 4 of the Underwriting Agreement, the Transaction shall automatically terminate (the “Early Unwind”) on such date and the parties shall have no further obligations in connection with the Transaction, other than in respect of breaches of representations or covenants on or prior to such date.

5. Representations, Warranties, Covenants and Acknowledgments:

     (a) Additional Mutual Representation, Warranty and Covenant of Counterparty and GSI. Each of Counterparty and GSI acknowledges and agrees that:

(i)	The offer and sale of the Transaction has occurred outside of the United States within the meaning of Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
(ii)	It is an “eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended.

     (b) Additional Representations, Warranties and Covenants of Counterparty. In addition to the representations, warranties and covenants in the Agreement, Counterparty represents, warrants and covenants to GSI that:

(i)	Counterparty is not aware of any material nonpublic information concerning Underlying Shares Issuer, the Shares or the Underlying Shares.
(ii)	Counterparty is not entering into this Confirmation and the Supplemental Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares) for the purposes of inducing the purchase or sale of the Shares by others.
(iii)	Counterparty is entering into this Confirmation and the Supplemental Confirmation in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and it has not entered into or altered any of its hedging transaction relating to the Shares corresponding to or offsetting the Transaction.
(iv)	Counterparty is not and, after giving effect to the Transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
(v)	Counterparty shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Termination Event in respect of which it is an Affected Party, a Potential Adjustment Event, an Extraordinary Event or an Additional Disruption Event, notify GSI within one (1) Scheduled Trading Day of its obtaining knowledge of such occurrence.
(vi)	Except for the legal proceeding In re: Focus Media Limited Litigation, described under item 8.A—“Legal Proceedings” in the annual report on Form 20-F of Focus Media Holding Limited, as filed on June 29, 2010, and as subsequently amended on July 16, 2010 and September 7, 2010, there is not pending or, to Counterparty’s knowledge, threatened against Counterparty, any

10

	action, suit or proceeding before any governmental authority or governmental official or any arbitrator that could be reasonably be expected to affect the legality, validity or enforceability against Counterparty of the Agreement, this Confirmation and the Supplemental Confirmation or Counterparty’s ability to perform its obligations under the Agreement, this Confirmation and the Supplemental Confirmation.
(vii)	As of the date of Counterparty’s most recent Schedule 13D filing with the Securities and Exchange Commission, Counterparty was the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 19.39% of the outstanding Underlying Shares. Other than any filings required by the letter dated March 30, 2010 from the Securities and Exchange Commission relating to the application for confidential treatment with respect to the Schedule 13D filed by Counterparty on February 22, 1010, Counterparty (i) has, as of the date hereof, filed all reports required to be filed by it as of such date, and (ii) as of the applicable due date, will file such reports in connection with the Transaction, under Sections 13(d) and (g) of the Exchange Act. All such Schedule 13D filings are or will be, as the case may be, available on the Securities and Exchange Commission website (www.sec.gov).
(viii)	The Transaction does not conflict with, result in a breach or violation of, or constitute a default under, including by reason of its characterization as a derivative product: (A) the certificate of incorporation or by-laws (or any equivalent documents) of Counterparty, (B) assuming the full performance by GS&Co. of its obligations under the Underwriting Agreement, any agreement or instrument to which Counterparty is a party or by which Counterparty or any of its properties or assets is bound, or (C) any statute, rule or regulation applicable to, or any order of any court or governmental agency with jurisdiction over, Counterparty or Counterparty’s assets or properties.
(ix)	Counterparty is acting for its own account, and has made its own independent decision to enter into the Transaction and as to whether the Transaction is appropriate or proper based upon Counterparty’s own judgment and upon advice from such legal, tax or other advisors as Counterparty has deemed necessary. Counterparty is not relying on any communication (written or oral) from GSI as tax, accounting or legal advice or as a recommendation to enter into the Transaction; it being understood that information and explanations related to the terms and conditions of the Transaction will not be considered to be tax, legal or accounting advice or a recommendation to enter into the Transaction. Any tax, legal or accounting advice or opinions of third party advisers which GSI has provided to Counterparty in connection with the Transaction has been provided to Counterparty for informational or background purposes only, it is not the basis on which Counterparty enters into the Transaction and will be independently confirmed by Counterparty or Counterparty’s advisors prior to entering into the Transaction. No communication (written or oral) received from GSI will be deemed to be an assurance or guarantee as to the expected results of the Transaction.
(x)	Counterparty is capable of assessing the merits of and understanding the consequences of the Transaction (on Counterparty’s own behalf or through independent professional advice and has taken independent legal advice in connection with the Transaction), and understands and accepts, the terms, conditions and risks of the Transaction. In particular, but without limitation, Counterparty has understood, evaluated and is willing to accept: (A) the legal requirements pertaining to the Transaction; (B) the tax treatment of the Transaction; and (C) the accounting treatment of the Transaction.
(xi)	GSI is not acting as a fiduciary for or an adviser to Counterparty in respect of the Transaction.
(xii)	As of the date hereof, assuming the full performance by GS&Co. of its obligations under the Underwriting Agreement (A) Counterparty has the ability to pay its debts and obligations as such debts mature, does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, and (B) Counterparty is not or will not be insolvent at the time this Transaction is consummated, and was not or will not be rendered insolvent or will not be insolvent as a result thereof. Counterparty has not engaged and will not engage in any business

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	or transaction with GSI after which the property remaining with Counterparty was or will be unreasonably small in relation to its business.
(xiii)	Counterparty has filed or caused to be filed all material tax returns that are required to be filed by Counterparty and has paid all material taxes shown to be due and payable on said returns or on any assessment made against Counterparty or any of Counterparty’s property and all other material taxes, assessments, fees, liabilities or other charges imposed on Counterparty or any of Counterparty’s property by any governmental authority. Counterparty agrees to notify GSI immediately upon becoming aware that a federal lien filing has been made in respect of Counterparty or any of Counterparty’s property or that any tax authority (including, without limitation, in the United States, the British Virgin Islands, the Republic of Singapore or the People’s Republic of China) intends to make or contemplates making any such filing. Such notification shall specify the nature and status of such filing.
(xiv)	During the period commencing on the date that is ten (10) Scheduled Trading Days prior to the Averaging Period Start Date and ending on the Cash Settlement Payment Date, Counterparty will not seek to control or influence GSI’s or any of its affiliates’ decision to (A) make any purchases or sales of Shares in connection with the Transaction or (B) enter into any hedging transactions in respect of the Transaction.
(xv)	At all times during the term of the Transaction, Counterparty will: (A) except as disclosed in the Schedule 13D filed by Counterparty on February 5, 2010 and the agreements filed as exhibits 99.1 through 99.12 thereto, hold its assets in its own name and separate and distinct from those of any other person; (B) engage in transactions and conduct all other business activities in its own name and present itself to the public as an entity separate from any of its affiliates; and (C) maintain its financial statements, accounting records, and other entity documents separate from any other person or entity, and its financial statements shall show its assets separate and apart from those of any other person or entity, and it shall not have its assets listed on the financial statement of any other entity, except that its assets may be included in a consolidated financial statement of its affiliates.

     (c) Acknowledgments.

(i) The parties hereto intend for:

(A)	the Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code, a “swap agreement” as defined in Section 101(53B) of the Bankruptcy Code and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code;
(B)	the Agreement to be a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code;
(C)	a party’s right to liquidate, terminate or accelerate the Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of the Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and
(D)	all payments for, under or in connection with the Transaction to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code).

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(ii) Counterparty acknowledges that:

(A)	during the term of the Transaction, GSI and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;
(B)	GSI and its affiliates may also be active in the market for the Shares other than in connection with hedging activities in relation to the Transaction;
(C)	GSI shall make its own determination as to whether, when or in what manner any hedging or market activities in the Shares shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Initial Price and the Final Price;
(D)	any market activities of GSI and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Final Price, each in a manner that may be adverse to Counterparty; and
(E)	GSI may purchase or sell shares for its own account at an average price that may be greater than, or less than, the Initial Price and/or the Final Price.

(iii) For the avoidance of doubt, the parties hereby acknowledge that the Transaction does not in any way confer upon GSI any voting rights, or any ability to exercise any control or direction, with respect to the Shares, and there exists no agreement between them regarding the exercise of any voting rights or any control or direction with respect to the Shares.

6. Miscellaneous.

     (a) Calculations on Early Termination and Set-Off. The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 6(a). Any amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 6(a) shall be effective to create a charge or other security interest. This Section 6(a) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

     (b) Rule 10b5-1. The parties intend for the Transaction to comply with the requirements of Rule 10b5-1(c)(1)(i)(A) under the Exchange Act and this Confirmation and the Supplemental Confirmation to constitute a binding contract or instruction satisfying the requirements of 10b5-1(c) and to be interpreted to comply with the requirements of Rule 10b5-1(c).

     (c) Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in calculating Loss pursuant to Section 6 of the Agreement GSI may (but need not) determine losses without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) “risk bid”, “volume weighted” valuations or “private placement” discounts used to determine loss to avoid awaiting the delay associated with

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closing out any hedge or related trading position in a commercially reasonable manner prior to or sooner following the designation of an Early Termination Date. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amount payable is effective.

     (d) [Reserved.]

     (e) Additional Definitions; Amendments to Equity Definitions.

(i) For the purposes of this Confirmation the following definitions will apply:

     “Depositary” means, in relation to the Shares, Citibank, N.A., or any successor thereto from time to time.

     “Deposit Agreement” means, (i) that certain Amended and Restated Deposit Agreement, dated as of April 9, 2007, by and among Issuer, the Depositary, and the holders and beneficial owners of the Shares and (ii) the other agreements or other instruments constituting the Shares, as from time to time amended or supplemented in accordance with their terms.

     “DS Amendment” means, where specified as applicable to a definition or provision, that the following changes shall be made to such definition or provision: (a) all references to “Shares” shall be deleted and replaced with the words “Shares and/or the Underlying Shares”; and (b) all references to “Issuer” shall be deleted and replaced with the words “Issuer or Underlying Shares Issuer, as appropriate”.

     “Replacement DSs” means depositary shares or receipts, other than the Shares, over the same Underlying Shares.

(ii) The following amendments shall be made to the Equity Definitions:

(A) The definition of Potential Adjustment Event in Section 11.2(e) of the Equity Definitions shall be amended as follows:

(1)	the DS Amendment shall be applicable, provided that an event under Section 11.2(e)(i) to (vii) of the Equity Definitions in respect of the Underlying Shares shall not constitute a Potential Adjustment Event unless, in the opinion of the Calculation Agent, such event has a material effect on the theoretical value of the Shares; and
(2)

(x)	‘or’ shall be deleted where it appears at the end of subsection (vi);
(y)	‘.’ shall be deleted where it appears at the end of subsection (vii) and replaced with ‘; or’; and
(z)	the following shall be inserted as subsection (viii): “(viii) the making of any amendment or supplement to the terms of the Deposit Agreement that has substantially the same effect on the Shares as clauses (i) to (vi) hereof”.

(B) In making any adjustment following any Potential Adjustment Event, the Calculation Agent may, but is not required to, have reference to (among other factors) any adjustment made by the Depositary under the Deposit Agreement. If the Calculation Agent reasonably determines that no adjustment that it could make will produce a commercially reasonable result, it shall notify the parties that the relevant consequence shall be the termination of the relevant Transaction, in which case “Cancellation and Payment” will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions.

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(C)	The definitions of “Merger Event”, “Tender Offer”, “Share-for-Share”, “Share-for-Other” and “Share-for-Combined” in Section 12.1 of the Equity Definitions shall be amended in accordance with the DS Amendment.
(D)	Following the declaration by Underlying Shares Issuer of the terms of any Merger Event or Tender Offer in relation to the Underlying Shares, the Calculation Agent may, but is not required to, in determining any adjustment pursuant to Modified Calculation Adjustment, have reference to (among other factors) any adjustment made by the Depositary under the Deposit Agreement.
(E)	The definitions of Nationalization and Insolvency in Section 12.6 of the Equity Definitions shall be amended in accordance with the DS Amendment.
(F)	The consequence of a Nationalization or Insolvency in respect of the Depositary shall be Cancellation and Payment.
(G)	If the Depositary announces that the Deposit Agreement is (or will be) terminated, then an Additional Disruption Event shall be deemed to occur and:

(1)

Cancellation and Payment will apply as provided in this Confirmation; provided that the Calculation Agent may determine, in its sole discretion, that a replacement of the Shares with Replacement DSs or the Underlying Shares should take place and that one or more terms of the Transaction should be amended to preserve the fair value of the Transaction to GSI (for the avoidance of doubt, any such adjustment may be made by Calculation Agent either in favor of Counterparty or in favor of GSI, as applicable) and if the Calculation Agent so determines, then Cancellation and Payment shall not apply in respect of such termination of the Deposit Agreement, as applicable, and references to Shares herein shall be replaced by references to such Replacement DSs or the Underlying Shares, as applicable, with such amendments as shall be determined by the Calculation Agent; and

(2)

where Cancellation and Payment applies under (G)(1) above in respect of a termination of the Deposit Agreement, the Equity Definitions shall be interpreted as follows: (i) such termination shall be deemed to be an “Extraordinary Event”; (ii) Cancellation and Payment shall apply as defined in Section 12.6(c)(ii) of the Equity Definitions; and (iii) the definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall include the following additional clause (vii) at the end of the first sentence thereof: “(vii) in the case of a termination of the Deposit Agreement, the date of the first public announcement by the Depository that the Deposit Agreement is (or will be) terminated”.

(H) The definitions of “Hedging Disruption” and “Increased Cost of Hedging” in the Equity Definitions shall each be amended as follows:

(1)

the words “any transaction(s) or asset(s) it deems necessary to hedge the equity price risk of entering into and performing its obligations with respect to the relevant Transaction” shall be deleted and replaced with the words “any Share(s), any transaction(s) referencing any Share(s), or any transaction(s) or asset(s) that, in each case, it deems necessary to hedge the equity price risk and/or foreign exchange risk of entering into and performing its obligations with respect to the relevant Transaction”; and

(2)

the words “any such transaction(s) or asset(s)” shall be deleted and replaced with the words “any such Share(s) or transaction(s) or asset(s).”

(I) If Cancellation and Payment applies under Section 6(e)(ii)(F) or Section 6(e)(ii)(G) of this Confirmation in respect of a Transaction, then the Determining Party shall be GSI; provided that, upon receipt of written request from Counterparty, Determining Party shall promptly (but in no

15

	event later than within seven (7) Scheduled Trading Days from the receipt of such request) provide Counterparty with a written explanation describing in reasonable detail any determination made by it (including any quotations, market data or information from internal sources used in making such calculations, but without disclosing GSI’s proprietary models).
(J)	The definition of “Insolvency Filing” in Section 12.9(a)(iv) of the Equity Definitions shall be amended in accordance with the DS Amendment.
(K)	For the avoidance of doubt, where a provision is amended by this Section 6(e) in accordance with the DS Amendment, if the event described in such provision occurs in respect of the Underlying Shares or Underlying Shares Issuer, then the consequence of such event shall be interpreted consistently with the DS Amendment and such event.

     (f) Non-Confidentiality. The parties hereby agree that (i) effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind, including opinions or other tax analyses, provided by GSI and its affiliates to Counterparty relating to such tax treatment and tax structure; provided that the foregoing does not constitute an authorization to disclose the identity of GSI or its affiliates, agents or advisers, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information, and (ii) GSI does not assert any claim of proprietary ownership in respect of any description contained herein or therein relating to the use of any entities, plans or arrangements to give rise to a particular United States federal income tax treatment for Counterparty.

     (g) Right to Extend. GSI may, without duplication with the provisions under “Regulatory Disruption” above, postpone the remaining Exchange Business Days during the Averaging Period, the Cash Settlement Payment Date or any other date of valuation or payment by GSI (and may make corresponding adjustments to the Final Disruption Date), with respect to some portion or all of the Number of Shares, if GSI determines, in its good faith and reasonable discretion, that such extension is reasonably necessary or advisable to preserve GSI’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable GSI or one of its affiliates to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if GSI or such an affiliate were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal and regulatory requirements.

     (h) Counterparts. This Confirmation may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

     (i) Severability; Illegality. If compliance by either party with any provision of the Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

     (j) Third Party Rights. This Confirmation and the Supplemental Confirmation are not intended and shall not be construed to create any rights in any person other than Counterparty, GSI and their respective successors and assigns and no other person shall assert any rights as third-party beneficiary hereunder. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. All the covenants and agreements herein contained by or on behalf of Counterparty and GSI shall bind, and inure to the benefit of, their respective successors and assigns whether so expressed or not.

     (k) General Obligations Law of New York. With respect to the Transaction, (i) this Confirmation, as supplemented by the Supplemental Confirmation, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law of New York (the “General Obligations Law”); (ii) such Supplemental Confirmation constitutes a “confirmation in writing sufficient to indicate that a contract has been made between the parties” hereto, as set forth in Section 5-701(b)(3)(b) of the General Obligations Law; and (iii) this Confirmation constitutes a prior “written contract” as set forth in Section 5-701(b)(1)(b) of the General

16

Obligations Law, and each party hereto intends and agrees to be bound by this Confirmation, as supplemented by the Supplemental Confirmation.

     (l) Waiver of Rights. Any provision of this Confirmation and the Supplemental Confirmation may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective.

     (m) Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction by, among other things, the mutual waivers and certifications provided herein.

     (n) Submission to Jurisdiction. Section 13(b) of the Agreement is deleted in its entirety and replaced by the following:

“Each party hereby irrevocably and unconditionally submits for itself and its property in any suit, legal action or proceeding relating to the Agreement and/or the Transaction, or for recognition and enforcement of any judgment in respect thereof (each, “Proceedings”), to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof. Nothing in this Confirmation or the Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States of America for the Southern District of New York lack jurisdiction over the parties or the subject matter of the Proceedings or decline to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under the Agreement or this Confirmation, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction.”

     (o) Process Agent. GSI appoints as its Process Agent: Goldman, Sachs & Co., 200 West Street, New York, NY 10282-2198. Counterparty appoints as its Process Agent: to be provided by Counterparty on or prior to the Effective Date.

     (p) Credit Support Document. With respect to Counterparty, each of the following shall constitute a Credit Support Document for the Transaction:

(i)	The Pledge and Security Agreement, dated as of or about the date hereof, between Counterparty and GSI (the “Pledge Agreement”) pursuant to which, inter alia, in order to secure its obligations under the Transaction, Counterparty has granted a first priority security interest in certain assets described therein; and
(ii)	the Guaranty, dated as of or about the date hereof, executed by Mr. Jason Nanchun Jiang (the “Guarantor”) guaranteeing the “Guaranteed Obligations” (as defined therein) in favor of GSI as beneficiary thereof (the “Guaranty”), substantially in the form of Annex A hereto.

17

     (q) Additional Termination Event. An occurrence of any event of default or a termination event with respect to Counterparty under the Capped Call Confirmation or the Underwriting Agreement shall constitute an Additional Termination Event under the Agreement, with respect to which Counterparty shall be the sole Affected Party.

     (r) Credit Support Provider. In relation to Counterparty, Guarantor.

     (s) Offices.

(i)	The Office of GSI for the Transaction is: Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom
(ii)	The Office of Counterparty for the Transaction is: 28/F Zhao Feng World Trade Building, 369 Jiang Su Road, Shanghai 200060, People’s Republic of China.

     (t) Notices. Unless otherwise specified, notices under this Agreement may be made by telephone, to be confirmed in writing to the address below. Changes to this Section 6(t) must be made in writing.

(i) If to Counterparty:

JJ MEDIA INVESTMENT HOLDING LIMITED
c/o Focus Media Holding Limited
28-30 /F, Zhao Feng World Trade Building
369 Jiangsa Road
Shanghai 200050
People’s Republic of China
Attn: Jason Jiang
Phone: 8621-2216-4088
Fax: 8621-2216-4174

(ii) If to GSI:

GOLDMAN SACHS INTERNATIONAL
Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom
Attn: Equity Derivatives Documentation Department
Fax: 44 20 7774 0899

With a copy to:

Goldman, Sachs & Co.
200 West Street
New York, NY 10282-2198
Attn: Serge Marquie, Equity Capital Markets
Phone: 212-902-9779
Fax: 917-977-4253
Email: marqse@am.ibd.gs.com

With a copy to:

Goldman Sachs International
67^th Floor, Cheung Kong Center
2 Queens Road Central
Hong Kong
People’s Republic of China
Attn: Ross Hiatt, Equity Capital Markets

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Phone: 852 2978 1025
Email: ross.hiatt@gs.com

And email notification to the following address:

Eq-derivs-notifications@am.ibd.gs.com

19

Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83.

Yours faithfully, GOLDMAN SACHS INTERNATIONAL
By:	/s/ Simon Hall
	Name:	Simon Hall
	Title:	Executive Director

Agreed and Accepted By: JJ MEDIA INVESTMENT HOLDING LIMITED
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Director

[Signature Page to the Confirmation—Share Swap Transaction]

SCHEDULE A

SUPPLEMENTAL CONFIRMATION

To:	JJ Media Investment Holding Limited
	c/o Focus Media Holding Limited
	28-30 /F, Zhao Feng World Trade Building
	369 Jiangsa Road
	Shanghai 200050
	People’s Republic of China
A/C:	011887544
From:	Goldman Sachs International
Re:	Share Swap Transaction
Ref. No:	SDB1631930672
Date:	September 7, 2010

     The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GSI and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1. This Supplemental Confirmation supplements, forms part of, and is subject to the Confirmation dated as of September 7, 2010 (the “Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Confirmation govern this Supplemental Confirmation except as expressly modified below.

2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	September 7, 2010
Effective Date:	The date of the Time of Delivery (as such term is defined in the Underwriting Agreement (as defined in Section 4(b) of the Confirmation)).
Number of Shares:	[_____]
Equity Notional Amount:	[_____]
Initial Price:	USD [_____].
Averaging Period:	The [__ (__)] Exchange Business Days from and including the Averaging Period Start Date, subject to postponement as provided under the caption “Valuation Disruption” in Section 3 of the Confirmation.
Averaging Period Start Date:	[_____], 2010
Final Disruption Date:	[_____], 2010

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3. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

22

Counterparty hereby agrees (i) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (ii) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/1983.

Yours faithfully,
	GOLDMAN SACHS INTERNATIONAL
	By:
		Name:
		Title:

Agreed and Accepted By: JJ MEDIA INVESTMENT HOLDING LIMITED
By:
	Name:
	Title:

[Signature Page to the Supplemental Confirmation—Share Swap Transaction]

ANNEX A

GUARANTY

     GUARANTY (as the same may be amended, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of September [7], 2010 of Mr. Jason Nanchun Jiang (the “Guarantor”) in favor of Goldman Sachs International (the “Beneficiary”).

     WHEREAS, JJ Media Investment Holding Limited (the “Company”) and the Beneficiary have entered into (i) the Capped Call Transaction Master Confirmation, dated as of or about the date hereof, and each of the Confirmations, each dated as of or about the date hereof, subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (as further amended, supplemented or modified from time to time, and together with all schedules, annexes and exhibits thereto, the “Capped Call Confirmation”), (ii) the Share Swap Transaction Confirmation, dated as of or about the date hereof, and the Supplemental Confirmation, dated as of or about the date hereof, subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (as further amended, supplemented or modified from time to time, and together with all schedules, annexes and exhibits thereto, the “Swap Confirmation”) and (iii) the other Transaction Documents (as defined in the Capped Call Confirmation);

     WHEREAS, in consideration of the entry of the Beneficiary into the Capped Call Confirmation and the obligations of Beneficiary pursuant thereto and the entry of the Beneficiary into the Swap Confirmation and the obligations of Beneficiary pursuant thereto, the Guarantor has agreed to guarantee the payment of all amounts, and the performance of all obligations, by the Company under the Swap Confirmation, the Capped Call Confirmation and the other Transaction Documents;

     WHEREAS, all capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Capped Call Confirmation or the Swap Confirmation, as the case may be;

     NOW, THEREFORE, the Guarantor hereby agrees as follows:

     Section 1. The Guaranty.

          (a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Beneficiary, with effect from the date of the Swap Confirmation and the other Transaction Documents, the due and punctual payment (and not merely collection), in U.S. dollars, of all present and future amounts, whether absolute or contingent, and whether for principal, interest, fees, breakage costs, expenses, indemnification or otherwise, owing by the Company under the Swap Confirmation, the Capped Call Confirmation and the other Transaction Documents, as and when such amounts become due and payable, whether at their scheduled due dates, upon acceleration or otherwise (or would otherwise be owing, due or payable under the Swap Confirmation and the other Transaction Documents) and the performance of all delivery and other obligations of the Company under the Swap Confirmation and the other Transaction Documents in accordance with the terms thereof (such payment and performance obligations, the “Guaranteed Obligations”).

          (b) The obligations of the Guarantor under this Guaranty constitute a guaranty of payment and performance when due and not of collection.

          (c) The Guarantor hereby agrees to pay all costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by the Beneficiary in enforcing this Guaranty.

          (d) In no event shall the Beneficiary be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. The Beneficiary shall have the right, individually or jointly, to demand payment or performance of the Guaranteed Obligations upon failure of the Company punctually to pay or perform the same and to enforce the obligations of the Guarantor under this Guaranty. Accordingly, upon failure of the Company punctually to pay or perform any Guaranteed Obligation and upon demand by the Beneficiary to the Guarantor, the Guarantor agrees to pay or perform, or cause to be paid or performed, such Guaranteed Obligation; provided that delay by the Beneficiary in giving such demand shall in no event affect the Guarantor’s obligations

under this Guaranty. The rights, powers, remedies and privileges provided in this Guaranty are cumulative and not exclusive of any rights, powers, remedies and privileges provided by any other agreement or by law.

          (e) The Guarantor hereby agrees that this is a continuing guaranty and that the Guaranteed Obligations shall be unconditional. The Guaranteed Obligations shall not be discharged except by the complete payment of the amounts payable under the Swap Confirmation, the Capped Call Confirmation and the other Transaction Documents, irrespective of (1) any claim as to the validity, regularity or enforceability of the Swap Confirmation or this Guaranty or any other of the other Transaction Documents; (2) any purported lack of authority of the Company to execute or deliver the Transaction Documents; (3) any change in the time, manner or place of payment of, or in any other term of, or amendment to, any Transaction Document; (4) any waiver or consent by the Beneficiary with respect to any provisions of the Swap Confirmation or any other Transaction Document or any compromise or release of any of the obligations thereunder; (5) the absence of any action to enforce the Swap Confirmation or any other Transaction Document, to recover any judgment against the Company or to enforce a judgment against the Company under the Swap Confirmation or any other Transaction Document; (6) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Company; (7) any setoff, counterclaim, or defense of any kind or nature which may be available to or asserted by the Guarantor or the Company against the Beneficiaries or any of their affiliates; (8) any impairment, furnishing, exchange or release of, or failure to perfect or enforce any security interest in, collateral securing the Obligations; (9) any change in the laws, rules or regulations of any jurisdiction; (10) any present or future action of any governmental authority amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Company under the Swap Confirmation or any other Transaction Document to which it is a party or of the Guarantor under this Guaranty, or (11) any other circumstance (other than full payment or performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally.

          (f) The Guarantor hereby waives diligence, presentment, demand on the Company for payment or otherwise, any filing of claims, any requirement of a prior proceeding against the Company and protest or notice of any kind whatsoever. If at any time (including any time after termination or expiration of this Guaranty) payment of any of the Guaranteed Obligations is rescinded or must be otherwise restored or returned by the Beneficiary upon the insolvency, bankruptcy or reorganization of the Company or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by such Beneficiary, all as though such payment had not been made.

     Section 2. Representations and Warranties. The Guarantor represents and warrants to the Beneficiary on the date hereof and during the duration of this Guaranty that:

          (a) he has full power, authority, and legal right to execute and deliver this Guaranty and to perform the provisions of this Guaranty on his part to be performed;

          (b) this Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, binding and enforceable obligation of the Guarantor and the Guarantor’s executors, administrators, guardians, conservators, successors and assigns;

          (c) his execution, delivery and performance of this Guaranty have been and remain duly authorized by all necessary action and do not contravene any provision of any organizational document, any laws applicable to him or any contractual restriction binding on him or his assets;

          (d) no notice to, consent, authorization or approval by, or filing with, any governmental authority having jurisdiction over the Guarantor or his property is required for his execution, delivery or performance of this Guaranty;

          (e) except for the legal proceeding In re: Focus Media Limited Litigation, described under item 8.A—“Legal Proceedings” in the annual report on Form 20-F of Focus Media Holding Limited, as filed on June 29, 2010, and as subsequently amended on July 16, 2010 and September 7, 2010, to which proceeding Jason Nanchun Jiang as a director of Focus Media Holding Group is named as a party, there is not pending or, to the Guarantor’s knowledge, threatened against the Guarantor, any action, suit or proceeding before any governmental

authority or governmental official or any arbitrator that could be reasonably be expected to affect the legality, validity or enforceability against the Guarantor of this Guaranty or the Guarantor’s ability to perform his obligations under this Guaranty; and

          (f) the execution by the Guarantor of this Guaranty is a free, voluntary and competent act.

     Section 3. Subrogation of Rights. By accepting this Guaranty and entering into the Transaction Documents to which it is a party, the Beneficiary agrees that the Guarantor shall be subrogated to all rights of the Beneficiary against the Company in respect of any amounts paid by the Guarantor pursuant to this Guaranty, provided that the Guarantor shall be entitled to enforce or to receive any payment or take any other action arising out of or based upon such right of subrogation only when all amounts payable by the Company under the Transaction Documents to which it is a party have been paid and the Transaction Documents to which it is a party have been terminated.

     Section 4. Binding Effect. This Guaranty shall be binding upon the Guarantor, his executors, administrators, guardians, conservators, successors and assigns and shall inure to the benefit of each Beneficiary and its successors and assigns. The Guarantor may not assign his rights nor delegate his obligations under this Guarantee, in whole or in part, without prior written consent of the Beneficiary, and any purported assignment or delegation absent such consent is void. If the Beneficiary assigns or otherwise transfers all or any portion of its rights and obligations under the Swap Confirmation or the Capped Call Confirmation to any other Person, in each case, in accordance with the terms thereof, then such other Person shall thereupon become a Beneficiary hereunder vested with all the benefits in respect of such transferred rights and obligations granted to the predecessor Beneficiary herein.

     Section 5. Notices. Any notice to the Guarantor hereunder shall be in writing and sent in any manner permitted by Section 12(a) of the Agreement (as defined in the Swap Confirmation) to the following address and person or to such other address or person’s attention as the Guarantor shall from time to time notify the Beneficiary.

Jason Nanchun Jiang
c/o Focus Media Holding Company
28-30/F, Zhao Feng World Trade Building
369 Jiangsa Road
Shanghai 200050
People’s Republic of China

     Any notice addressed as provided above shall be deemed given as provided in Section 12(a) of the Agreement (as defined in the Swap Confirmation).

     Section 6. Governing Law; Submission to Jurisdiction.

          (a) This Guaranty shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction.

          (b) The Guarantor irrevocably submits to the “jurisdiction” specified in Section 13(b) of the Agreement (as defined in, and modified by, the Swap Confirmation) for purposes of any action or proceeding relating to this Guaranty and irrevocably appoints the Process Agent identified in Section 6(o) of the Swap Confirmation as its agent to receive service of summons or any other legal process in connection with any action or proceeding relating to this Guaranty brought in any such court. The Guarantor irrevocably waives, to the fullest extent permitted by law, any defense or objection it may have that any such action or proceeding in any such court has been brought in an inconvenient forum.

     Section 7. Amendment. This Guaranty shall not be amended, supplemented or otherwise modified except by a writing signed by the Guarantor and the Beneficiary.

     Section 8. Gross-Up. The provisions of Section 2(d) of the Agreement (as defined in the Swap Confirmation) are incorporated by reference herein mutatis mutandis for the benefit of the Beneficiary with respect to any and all payments by the Guarantor under this Guaranty.

     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

GUARANTOR
By:
Name:	Jason Nanchun Jiang

ACCEPTED BY:

GOLDMAN SACHS INTERNATIONAL
 

By:  

Name:  

Title:  

EX-99.17

Exhibit 99.17

EXECUTION VERSION

SUPPLEMENTAL CONFIRMATION

To:	JJ Media Investment Holding Limited
	c/o Focus Media Holding Limited
	28-30 /F, Zhao Feng World Trade Building
	369 Jiangsa Road
	Shanghai 200050
	People’s Republic of China
A/C:	011887544
From:	Goldman Sachs International
Re:	Share Swap Transaction
Ref. No:	SDB1631930672
Date:	September 7, 2010

     The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GSI and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1. This Supplemental Confirmation supplements, forms part of, and is subject to the Confirmation dated as of September 7, 2010 (the “Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Confirmation govern this Supplemental Confirmation except as expressly modified below.

2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	September 7, 2010
Effective Date:	The date of the Time of Delivery (as such term is defined in the Underwriting Agreement (as defined in Section 4(b) of the Confirmation)).
Number of Shares:	2,000,000
Equity Notional Amount:	USD 37,800,000.00
Initial Price:	USD 18.90
Averaging Period:	The [***] Exchange Business Days from and including the Averaging Period Start Date, subject to postponement as provided under the caption “Valuation Disruption” in Section 3 of the Confirmation.
Averaging Period Start Date:	[***]
Final Disruption Date:	November 4, 2010

*** Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

Counterparty hereby agrees (i) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (ii) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/1983.

Yours faithfully,

GOLDMAN SACHS INTERNATIONAL
By:	/s/ Simon Hall
	Name:	Simon Hall
	Title:	Executive Director

Agreed and Accepted By:

JJ MEDIA INVESTMENT HOLDING LIMITED

By:	/s/ Jason Nanchun Jiang
	Name: Jason Nanchun Jiang
	Title: Sole Director

EX-99.18

Exhibit 99.18

EXECUTION VERSION

PLEDGE AND SECURITY AGREEMENT

     THIS PLEDGE AND SECURITY AGREEMENT, dated as of September 7, 2010 (this “Agreement”), is made by JJ Media Investment Holding Limited, a British Virgin Islands company (“Grantor”) and having its principal office at 28/F Zhao Feng World Trade Building, 369 Jiang Su Road, Shanghai 200060, People’s Republic of China, and Goldman Sachs International, a limited company registered in England and Wales (“Secured Party”) and having its registered office at Peterborough Court, 133 Fleet Street, London EC4A 2BB.

     WHEREAS, Grantor and Secured Party have entered into that certain Share Swap Transaction Confirmation, dated as of or about the date hereof (including any schedules or annexes thereto), subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border), as supplemented by the Supplemental Confirmation, dated as of or about the date hereof (as further amended, supplemented or modified from time to time, the “Swap Confirmation”), in respect of a share swap transaction relating to Shares of the Issuer (the “Swap Transaction”);

     WHEREAS, Grantor and Secured Party have entered into that certain Capped Call Transaction Master Confirmation, dated as of or about the date hereof (including any schedules or annexes thereto), subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border), as supplemented by each of the Confirmations, each dated as of or about the date hereof (as further amended, supplemented or modified from time to time, the “Capped Call Confirmation”), in respect of certain capped call transactions relating to Shares of the Issuer (the “Capped Call Transactions” and, together with the Swap Transaction, the “Transactions”);

     WHEREAS, Secured Party maintains a securities account, number [to be provided by Secured Party], in the name of Grantor (together with any successor or renumbered account, the “Securities Account”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Swap Confirmation, or if not defined therein, the Capped Call Confirmation, as appropriate;

     WHEREAS, Secured Party has required as a condition to and as security for entering into the Swap Confirmation and the Capped Call Confirmation with Grantor, and in connection with the observance and performance of all the terms, covenants and provisions under the Swap Confirmation and, to the extent that the payment of any portion of any Premium has been deferred under the Capped Call Confirmation, the Capped Call Confirmation (the “Secured Agreements”), on the part of Grantor to be observed and performed, a pledge of and first priority security interest in any and all items described on Exhibit A hereto, together with all substitutions and replacements thereof and any products and proceeds thereof (the “Collateral”);

     WHEREAS, Grantor will derive benefit from entering into the Swap Confirmation and the Capped Call Confirmation and is willing to enter into this Agreement on the terms and conditions hereinafter provided.

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually agree as follows:

     1. Security Interest.

          (a) Grant of Security. As security for the Obligations (as hereinafter defined), Grantor hereby delivers, assigns, charges, pledges, sets over and grants to Secured Party a first priority security interest in, lien on and right of set off against, all of its right, title and interest, whether now existing or hereafter arising or acquired, in and to the Collateral. Secured Party shall have all the rights and remedies of a secured creditor under the UCC with respect to any of the Collateral (whether or not the UCC is otherwise applicable in the relevant jurisdiction). “UCC” means the Uniform Commercial Code as in effect in the State of New York (unless otherwise specified) as the UCC may be amended, supplemented, or modified from time to time. Grantor and Secured Party agree that Grantor’s grant of the security interest in the Collateral shall not be a breach of any restriction on assignment in any Secured Agreement.

          (b) Security for Obligations. This Agreement secures the performance of all now existing or hereafter arising obligations of Grantor to Secured Party, whether payment or delivery, primary or secondary, direct

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or indirect, absolute or contingent, joint or several, secured or unsecured, due or not, liquidated or unliquidated, in each case arising by operation of law or otherwise under the Secured Agreements, whether for principal, interest (including, without limitation, interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding), fees, expenses, indemnification or otherwise, together with all costs of collection or enforcement, including, without limitation, reasonable attorneys’ fees incurred in any collection efforts or in any action or proceeding (all such obligations being the “Obligations”).

          (c) Grantor Remains Liable. This Agreement shall not affect Grantor’s liability to perform all of its duties and obligations under the transactions giving rise to the Obligations. The exercise by Secured Party of any of the rights hereunder shall not release Grantor from any of its duties or obligations under the transactions giving rise to the Obligations, which shall remain unchanged as if this Agreement had not been executed. Secured Party shall not have any obligation or liability under the transactions giving rise to the Obligations by reason of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

          (d) Continuing Agreement. This Agreement shall create a continuing first priority security interest in the Collateral and shall remain in full force and effect until discharge in full of the Obligations. The security created by Grantor under this Agreement shall not be affected by any circumstance (other than complete, irrevocable payment or performance) with respect to Grantor that might otherwise constitute a defense available to the Grantor with respect to its obligations under this Agreement. The security created by Grantor hereunder (i) shall be a continuing security and shall not be satisfied by any intermediate performance of the Obligations, (ii) shall be in addition to and shall not be affected by any other security now or subsequently held by Secured Party for all or any of the Obligations and (iii) shall not be prejudiced or affected by any act, omission or circumstance which, but for this provision, might operate to release or otherwise prejudice or affect such security including (but without limitation) and whether or not known to Grantor or Secured Party (A) any time or indulgence granted to or composition with Grantor or any other person, (B) the variation, extension, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any terms of the Secured Agreements or any rights or remedies against, or any security granted by, Grantor or any other person, (C) any irregularity, invalidity or unenforceability of any of Grantor’s obligations or any present or future law or order of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any of the Obligations with the intent that the security shall remain in full force and this Agreement shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order and (D) any legal limitation, disability, incapacity or other circumstance relating to Grantor, any guarantor or any other person, or any amendment to or variation of the terms of this Agreement (other than an amendment to this Agreement in accordance with its terms) or any other document or security.

     2. Title; Liens and Encumbrances. Grantor represents and warrants to, and with respect to paragraph (d) below, Grantor covenants and agrees with, Secured Party as follows:

          (a) Grantor is (or to the extent that this Agreement states that the Collateral is to be acquired after the date hereof, will be) the record and beneficial owner of, having (or to the extent that this Agreement states that the Collateral is to be acquired after the date hereof, will have) good and marketable title to, the Collateral pledged by it hereunder, free of any and all liens or options in favor of, or claims of, any other person, except the liens created by this Agreement or otherwise permitted by the Capped Call Confirmation or the Swap Confirmation; provided that any transfer of record ownership of any Collateral in accordance with the requirements of this Agreement shall be deemed not to violate the foregoing representation and warranty. Grantor will promptly notify Secured Party of any such other lien or claim made or asserted against the Collateral and will defend the Collateral against any such lien or other claim.

          (b) The Collateral is duly and validly pledged to Secured Party and no consent or approval of any governmental or regulatory authority or of any securities exchange or the like, nor any consent or approval of any third party, was or is necessary to the validity and enforceability of this Agreement.

          (c) The Shares (or any securities in exchange or replacement thereof) described in clause (i) of Exhibit A, is the form of asset defined in the UCC as “security entitlements” as defined in §8-102(a)(17) of the UCC.

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          (d) Grantor shall (i) deliver to Citibank, N.A. a repayment letter (the “Payoff Letter”), dated on or about the date hereof, with respect to the Margin Loan Agreement, dated as of November 13, 2009 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Grantor, the lenders from time to time parties thereto and Citibank, N.A., as administrative agent and collateral agent, providing for repayment of the loan and release of “Collateral” (as defined in the Loan Agreement), (ii) deliver to Citibank, N.A. instructions specifying details of the Securities Account and (iii) use its best efforts to ensure the delivery of the Shares in accordance with the terms hereof.

     3. State of Organization or Residence; Legal Name; Authority. Grantor represents and warrants to Secured Party as follows:

          (a) Grantor is a duly organized and validly existing BVI business company under the laws of the British Virgin Islands and has its chief executive office in Shanghai, People’s Republic of China. Grantor has no place of business in the United States. Grantor shall promptly notify Secured Party in writing of any change in the foregoing representations. Grantor’s full legal name is as set forth in the first paragraph of this Agreement. Grantor shall not change Grantor’s name without providing Secured Party thirty (30) days prior written notice;

          (b) Grantor’s registered number is 542351. Grantor currently uses, and since the date of its incorporation has used, no other registered numbers including any used by predecessors to Grantor. Grantor shall not change such registered number without providing Secured Party thirty (30) days prior written notice;

          (c) The grant of the security interest in the Collateral, combined with the applicable perfection actions specified in Section 4 of this Agreement, is effective to vest in Secured Party a valid and perfected security interest, superior to the rights of any person in and to the Collateral as set forth herein;

          (d) Grantor has the power and authority necessary for the execution and performance of this Agreement and has taken all corporate action and obtained all other consents and authorisations necessary to authorise the execution and performance of this Agreement and the said execution and performance will not cause it to breach any provision of any of its constitutional documents, be in breach of any agreement to which it is a party, or any applicable law or regulation and this Agreement constitutes valid, binding and enforceable obligations of it; and

          (e) Grantor is solvent, the fair market value of its assets exceeds the amount of all of its obligations, whether matured, unmatured, contingent or otherwise, it is able to pay its debts as they become due and no Event of Default has occurred in respect of it.

     4. Perfection of Security Interest.

          (a) Grantor shall execute such documents and take such other action as Secured Party shall reasonably request in order to perfect Secured Party’s rights with respect to any Collateral. With respect to the specific items of Collateral specified below, such action shall include, but shall not be limited to, the following:

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in the case of cash: (a) payment or delivery by wire transfer instructions into Grantor’s Securities Account with Secured Party in immediately available, freely transferable funds, or (b) such other means as Grantor and Secured Party shall agree which shall be effective to perfect the lien of Secured Party by control;

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in the case of the Shares which are “uncertificated securities” as defined in §8-102(a)(18) of the UCC registered in the name of Grantor through the Direct Registration System (“DRS”) operated by the Depository Trust Company (“DTC”): (a) re-registration by Citibank (Hong Kong) Limited, as the transfer agent of the Issuer, of such Shares from Grantor’s DRS account, to Secured Party’s DRS account; pursuant to which Secured Party’s control of the same constitutes perfection by control in accordance with §8-106 (c)(1), §9-106(a) and §9-314 of the UCC, or (b) such other means as Grantor and Secured Party shall agree which shall be effective to perfect the lien of Secured Party by control;

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3.	in the case of the Shares which are “security entitlements” as defined in §8-102(a)(17) of the UCC: (a) recording by DTC of such Shares to Secured Party’s “securities account” (within the meaning of §8-501(a) of the UCC) with DTC, and the crediting by Secured Party of such Shares to the securities account of Grantor maintained with Secured Party, pursuant to which Secured Party’s control of the same constitutes perfection by control in accordance with §8-106(e) and §9-314 of the UCC) or (b) such other means as Grantor and Secured Party shall agree which shall be effective to perfect the lien of Secured Party by control;
4.	in the case of the Shares which are “certificated securities” as defined in §8-102(a)(4) of the UCC and are not credited to a securities account, by delivery to Secured Party together with stock transfer powers duly executed in blank;
5.	in the case of any other form of Collateral: Grantor shall complete any documents necessary to constitute a legally effective transfer to Secured Party; and
6.	for the avoidance of doubt, the terms “securities” as used in this section shall include any “securities entitlements” with respect to such securities (within the meaning of the UCC). In every pledge of “financial assets” (within the meaning of the UCC) hereunder, the Grantor shall take all steps necessary (a) to effect a delivery to the Secured Party under § 8-301 of the UCC, or to cause the creation of a security entitlement in favor of the Secured Party under §8-501 of the UCC, (b) to enable the Secured Party to obtain “control” (within the meaning of §8-106 of the UCC), and (c) to provide the Secured Party with comparable rights under any applicable foreign law or regulation.

With respect to Sections 4(a)(2) and (3) hereof, (a) any Collateral delivered to Secured Party or the ownership of which is registered or recorded in the name of Secured Party shall be recorded by Secured Party in the Securities Account as being owned by the Grantor but subject to a security interest in favor of Secured Party, and (b) any Collateral not described in clause (a) but instead recorded in the Securities Account by Secured Party shall be deemed to have satisfied the requirements of perfection by control, possession, and delivery, as the case may be, for purposes of §9-314, §9-313, and §8-301, respectively, of the UCC.

          (b) On the date hereof Grantor shall (A) cause entries to be made on the register of relevant charges of Grantor maintained pursuant to Section 162 of the BVI Business Companies Act, 2004 in relation to the charges in respect of the Collateral created by this Agreement, (B) forward a copy of such register to its registered agent to maintain with Grantor’s records, and (C) procure that the registered agent or some other duly authorised person of Grantor make application for any such charge in respect of the Collateral to be registered by the Registrar of Corporate Affairs pursuant to Section 163(1) of the BVI Business Companies Act, 2004.

          (c) Grantor hereby irrevocably appoints Secured Party as Grantor’s attorney-in-fact, with full authority in the place and stead of Grantor, under a power coupled with an interest, and in the name of Grantor or otherwise, upon the occurrence and during the continuance of an Event of Default, in Secured Party’s discretion, to act on Grantor’s behalf to sign, seal, execute (under hand, under seal or as a deed) and deliver all documents, and do all acts, as may be required, or as Secured Party shall determine to be advisable, to perfect or register the security created under this Agreement in, provide for Secured Party to have control of, or realize upon any rights of Secured Party in, any or all of the Collateral. At any time after Grantor’s execution of this Agreement, and from time to time, Secured Party is authorized to prepare and file UCC financing statements with respect to the Collateral without the signature of Grantor. Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is deemed by Secured Party to be necessary or desirable. Grantor authorizes Secured Party to take all other action which Secured Party may deem necessary or desirable to perfect or otherwise protect any liens created hereunder and to obtain the benefits of this Agreement.

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          (d) Grantor agrees to amend the relevant entry in its register of relevant charges as necessary as soon as practicable after any amendment to this Agreement or any Secured Agreement and to provide such documentation as Secured Party may reasonably require to confirm such action.

     5. Covenants Relating to Collateral. Until the Obligations shall have been discharged in full, and the Swap Confirmation shall have terminated, Grantor covenants and agrees that if Grantor shall become entitled to receive or shall receive any certificate or electronic notation equivalent (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Collateral, or otherwise in respect thereof, Grantor shall accept the same as the agent of Secured Party, hold the same in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received, duly indorsed by Grantor to Secured Party, if required, together with an undated assignment covering such certificate duly executed in blank by Grantor and with, if Secured Party so requests, signature guaranteed, to be held by Secured Party, subject to the terms thereof, as additional collateral security for the Obligations. If any of the foregoing property so distributed in respect of the Collateral shall be received by Grantor, Grantor shall, until such property is paid or delivered to Secured Party, hold such property in trust for Secured Party, segregated from other funds or property of Grantor, as additional collateral security for the Obligations.

     6. Collections; Other Rights.

          (a) Except as otherwise provided in the Capped Call Confirmation or the Swap Confirmation, Grantor may receive all cash interest, dividends and distributions paid in respect of the Collateral, and exercise all voting rights with respect to the Collateral; provided, however that, no vote shall be cast or right exercised or other action taken which, in Secured Party’s reasonable judgment, would impair Secured Party’s rights in the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any Secured Agreement.

          (b) All of the foregoing amounts set forth in paragraph (a) of this Section 6 so collected after the occurrence of and during the continuation of an Event of Default shall be held in trust by Grantor for and as the property of Secured Party, and shall not be commingled with other funds, money or property of Grantor.

          (c) After the occurrence and during the continuation of an Event of Default, Grantor will, immediately upon receipt of all such checks, cash or other remittances constituting part of the Collateral or in payment for any Collateral sold, transferred, leased or otherwise disposed of, deliver any such items to Secured Party accompanied by a remittance report in form supplied or approved by Secured Party. Grantor shall deliver such items in the same form received, endorsed, or otherwise assigned by Grantor where necessary to permit collection of such items.

     7. Events of Default. The occurrence of (i) an Event of Default or Additional Termination Event under the Capped Call Confirmation (with respect to the payment of any portion of the Premium that has been deferred thereunder) or the Swap Confirmation, in each case with respect to Grantor, whether or not there are any outstanding Transactions under such Capped Call Confirmation or Swap Confirmation; (ii) a failure by Grantor to pay or perform any obligation under or in connection with this Agreement when due, (iii) any other covenant or undertaking by Grantor in this Agreement is not met, or (iv) any representation or warranty made by Grantor in this Agreement is untrue or incorrect in any material respect when made or deemed repeated shall constitute an event of default (“Event of Default”) under this Agreement.

     8. Rights and Remedies.

          (a) Upon the occurrence of an Event of Default:

1. Secured Party may exercise all rights and remedies available under applicable law or in equity including, but not limited to, the right to sell, liquidate, credit (with respect to non-cash Collateral: at a value determined by Secured Party in accordance with the definition

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of “Settlement Price” specified in Section 7.3(a) of the Equity Definitions (as defined in the Swap Confirmation, without regard to any specifications regarding such definition therein) or, if Secured Party determines that such method is not applicable, in accordance with the definition of “Market Quotation” specified in Section 14 of the Agreement (as defined in the Swap Confirmation)) or otherwise realize, apply, collect on and set off in accordance with applicable law and in such order as Secured Party thinks fit any or all Collateral pledged, transferred or otherwise delivered by Grantor to Secured Party under this Agreement or any Secured Agreement against any amounts payable in respect of any Loss, whether arising under the Capped Call Confirmation or the Swap Confirmation (in each case, as defined in the Agreement defined therein) or other obligation owed to Secured Party under any Secured Agreement, the Capped Call Confirmation or this Agreement;

2.	Secured Party may draw on the Guaranty (as defined in the Swap Confirmation) or any other guarantee or other third party credit support provided by or on behalf of Counterparty for the claims under any Secured Agreement;
3.	Secured Party may exercise all rights and remedies of a secured party under the UCC in respect of the Collateral;
4.	Secured Party may exercise any other remedies provided under this Agreement or applicable law or in equity;
5.	Secured Party shall have the right to receive any and all cash, interest, dividends, distributions, payments or other proceeds paid in respect of the Collateral and make application thereof to the Obligations in such order as Secured Party may determine; and
6.	any or all of the Collateral may be registered in the name of Secured Party or its nominee and they may thereafter exercise (x) all voting, corporate and other rights pertaining to such Collateral and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all securities or securities entitlements upon any merger, consolidation, reorganization, recapitalization or other fundamental change, or upon the exercise of Grantor or Secured Party of any right, privilege or option pertaining to such securities or securities entitlements, and in connection therewith, the right to deposit and deliver any and all of the securities or securities entitlements with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Secured Party may determine), all without liability except to account for property actually received by it, but Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

          (b) Any such sale, lease or other disposition of Collateral may be made without demand for performance or any notice of advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition, Grantor agrees that the sending of fifteen (15) days notice by airmail or courier to Grantor of the place and time of any public sale or of the time at which any private sale or other intended disposition is to be made, shall be deemed reasonable notice thereof. Notwithstanding the foregoing, if any of the Collateral may be materially diminished in value during such 15-day period, Secured Party shall provide Grantor with such shorter notice as it deems reasonable under the circumstances.

          (c) The proceeds of any such sale, lease or other disposition of the Collateral shall be applied first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to the reasonable attorneys’ fees and legal expenses incurred by Secured Party, and then to satisfaction of the Obligations (in any order as Secured Party may decide in its sole discretion), and to the payment of any other amounts required by applicable law. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient

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to pay all amounts to which Secured Party is legally entitled, Grantor will be liable for the deficiency, together with interest thereon, at the rate prescribed in the agreements giving rise to the Obligations, and the reasonable fees of any attorneys employed by Secured Party to collect such deficiency. To the extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, removal, retention, or sale of the Collateral.

          (d) Grantor covenants and agrees with Secured Party that upon the occurrence of an Event of Default, Grantor shall not sell (within the meaning of Rule 144 under the Securities Act of 1933, as amended) any Shares, Underlying Shares or any securities convertible into or exercisable or exchangeable for Shares or Underlying Shares unless, subject to Section 6(g) of the Capped Call Confirmation, Secured Party shall have (i) completed all such sales, leases or other dispositions of Collateral and (ii) provided notice to Grantor, such notice to be provided reasonably promptly following such completion.

          (e) Each party to this Agreement acknowledges that:

1.	Secured Party is either a “master netting agreement participant”, a “financial institution”, a “financial participant”, a “forward contract merchant”, a “swap participant” or a “repo participant” (each as defined in the Bankruptcy Code), and a “financial institution” (as defined in the netting provisions of FDICIA);
2.	this Agreement is a “security agreement or arrangement” or “other credit enhancement” that forms a part of each Secured Agreement within the meaning of Section 362 of the Bankruptcy Code;
3.	the remedies provided herein are the remedies referred to in Sections 362(b)(6), (7), (17) and (27), 362(o) and 561(a) of the Bankruptcy Code;
4.	all transfers of cash, securities or other property under or in connection with any Secured Agreement or this Agreement (including all pledges and other transfers in accordance with this Agreement) are “transfers” made “by or to (or for the benefit of)” a “master netting agreement participant”, a “financial institution”, a “financial participant”, a “forward contract merchant”, a “swap participant” or a “repo participant” (each as defined in the Bankruptcy Code) within the meaning of Section 546(e), (f), (g) and (j) of the Bankruptcy Code and all obligations under or in connection with any Secured Agreement or this Agreement represent obligations in respect of “termination values”, “payment amounts” or “other transfer obligations” within the meaning of Sections 362, 560 and 561 of the Bankruptcy Code; and
5.	all transfers in accordance with this Agreement are made “in connection with” each Secured Agreement and this Agreement within the meaning of Section 546(e), (f), (g) and (j) and 548(d)(2) of the Bankruptcy Code.

          (f) Upon the occurrence of an Event of Default (as defined herein), Secured Party shall be entitled to exercise all of its rights under and pursuant to the Secured Agreements with respect to the Available Portion of the Collateral then in effect. “Available Portion” means, at any time when an Event of Default (as defined herein) exists, such portion of the Collateral (which may be all or any part of the Collateral) with respect to which Secured Party shall have determined, in its discretion except as limited by mandatory provisions of applicable law, to exercise rights to dispose of the same (within the meaning of Rule 13d-3(d)(3) under the Securities Exchange Act of 1934, as amended) pursuant to this Agreement. The Available Portion may be altered by Secured Party from time to time without limitation and except as otherwise provided by mandatory provisions of applicable law. The Available Portion shall be evidenced at any time by the most recent written notice by Secured Party sent to Pledgor expressly specifying such Available Portion (each an “Available Portion Notice”). For the avoidance of doubt, only an Available Portion Notice shall establish the Available Portion for purposes of this Agreement.

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          (g) For purposes of Section 8(f) hereof, the inability of Secured Party to acquire, receive or exercise rights with respect to such Collateral at any time shall not preclude Secured Party in any way from taking such action at a later time as determined by subsequent Available Portion Notices. Section 8(f) hereof shall govern in the event of any inconsistency among the Secured Agreements and this Agreement. Section 8(f) hereof is for the sole benefit and protection of The Goldman Sachs Group, Inc., Secured Party and their respective Affiliates and shall not be interpreted to give Grantor any additional rights, remedies, or causes of action hereunder or under the Secured Agreements.

          (h) If Grantor does not otherwise satisfy its delivery obligation pursuant to the Swap Transaction, Secured Party is hereby authorized and directed by Grantor to apply the Collateral in satisfaction of such delivery obligation.

          (i) The Secured Party will transfer to Grantor any Collateral and proceeds remaining after liquidation, set-off and/or application under clause (c) of this Section 8 after satisfaction in full of all amounts payable and assets deliverable by Grantor with respect to any Obligations; the Grantor in all events will remain liable for any amounts and assets remaining unpaid or deliverable after any liquidation, set-off and/or application under clause (c) of this Section 8.

          (j) When no amounts are or thereafter may become payable by the Grantor with respect to any Obligations (other than contingent indemnity or reimbursement obligations with respect to which no amounts are then owing), (i) the Secured Party will transfer to the Grantor all Collateral and proceeds, if any, and (ii) the liens granted under this Agreement shall terminate automatically. Secured Party agrees to take such further actions as may be reasonably requested by Grantor (at the expense of Grantor with respect to any out-of-pocket costs) to further evidence and give effect to such termination.

     9. Power of Attorney. Grantor authorizes Secured Party and does hereby make, constitute and appoint Secured Party, and any officer or agent of Secured Party, with full power of substitution, as Grantor’s true and lawful attorney-in-fact, with power, in its own name or in the name of Grantor: (i) to endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of Secured Party; (ii) to pay or discharge any taxes, liens, security interest or other encumbrances at any time levied or placed on or threatened against the Collateral; (iii) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (iv) to receive, open and dispose of all mail addressed to Grantor and to notify the post office authorities to change the address for delivery of mail addressed to Grantor to such address as Secured Party may designate; (v) to exercise all rights, powers and privileges in connection with the Collateral to the same extent as Grantor is entitled to exercise such rights, powers and privileges; and (vi) generally to do all acts and things which Secured Party deems necessary to protect, preserve and realize upon the Collateral and Secured Party’s security interest therein. Grantor hereby approves and ratifies all acts of said attorney or designee, who shall not be liable for any acts of commission or omission, nor for any error or judgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power of attorney shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. Notwithstanding the foregoing, Secured Party may exercise this power of attorney only after the occurrence and during the continuance of an Event of Default.

     10. Notices. Notices shall be given in the manner, to the addresses and with the effect provided in Section 12(a) of the Agreement (as defined in the Swap Confirmation).

     11. Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other Person, then Secured Party shall have the right in its sole discretion to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of Secured Party’s rights and remedies hereunder.

     12. No Waiver; Rights Cumulative.

          (a) No course of dealing between Grantor and Secured Party, or Secured Party’s failure to exercise or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof. Any single

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or partial exercise of any right, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

          (b) All of Secured Party’s rights and remedies with respect to the Collateral or any part thereof, whether established hereby or by any other agreements, instruments or documents securing, evidencing or relating to the Obligations or by law or at equity, shall be cumulative and may be exercised singly or concurrently as shall be determined by Secured Party in its sole discretion. The rights of Secured Party hereunder shall not be conditioned or contingent upon the pursuit by Secured Party of any right or remedy against Grantor in respect of all or any part of the Obligations or against any other collateral security therefor. Secured Party shall not be under any obligation to collect, attempt to collect, protect or enforce the Collateral, or otherwise dispose of any Collateral upon the request of Grantor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof, including without limitation, pursuant to any other agreement relating thereto (including the fixed charge referred to herein), but Secured Party may do so in its sole discretion at any time upon an Event of Default as otherwise provided herein.

     13. Limitation on Secured Party’s Duty in Respect of Collateral. Secured Party shall not have any duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of it or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except that Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control.

     14. Amendments, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by Grantor therefrom shall in any event be effective unless the same shall be in writing, and signed by Secured Party, and then any such waiver or consent shall only be effective in the specific instance and for the specific purpose for which given.

     15. Successors and Assigns. This Agreement and all obligations of Grantor and Secured Party hereunder shall be binding upon the successors and assigns of Grantor and Secured Party, as applicable, and shall, together with the rights and remedies of Secured Party hereunder, inure to the benefit of Secured Party and its successors and assigns.

     16. No Partnership. The relationship between Secured Party and Grantor shall be only of creditor-debtor and no relationship of agency, partner or joint- or co-venturer shall be created by or inferred from this Agreement or the Secured Agreements. Grantor shall indemnify, defend, and save Secured Party harmless from any and all claims asserted against Secured Party as being the agent, partner, or joint-venturer of Grantor.

     17. Entire Agreement. This Agreement embodies the entire agreement and understanding between Grantor and Secured Party with respect to its subject matter and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter. Grantor acknowledges and agrees that there is no oral agreement between Grantor and Secured Party which has not been incorporated in this Agreement.

     18. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by electronic transmission (including PDF) shall be effective as delivery of a manually executed counterpart of this Agreement.

     19. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without effecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

     20. Governing Law; Jurisdiction; Consent to Service of Process.

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          (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except to the extent the UCC mandatorily provides for the application of the law of another jurisdiction with respect to perfection, the effect of perfection priority or enforcement of the security interest.

          (b) Any dispute arising out of or relating to this Agreement shall be resolved pursuant to Section 13(b) of the Agreement (as defined in, and modified by, the Swap Confirmation).

          (c) Grantor hereby waives absolutely and unconditionally any and all rights it may have to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process and agrees that in any proceedings in relation to this Agreement it will not in any circumstances exercise or assert or claim for itself or any of its assets any such immunity.

          (d) Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be Secured Party’s jurisdiction and the Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

     21. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

     22. Conflict of Terms. If any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in the Swap Confirmation or the Capped Call Confirmation, the provision contained in the following will govern and control in the order of precedence indicated: (i) the Swap Confirmation, (ii) the Capped Call Confirmation and (iii) this Agreement.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, the undersigned parties have executed this Agreement (as a deed in the case of Grantor) to be effective for all purposes as of the date above first written.

Executed as a deed by: JJ MEDIA INVESTMENT HOLDING LIMITED
By:	/s/ Jason Nanchun Jiang
	Name:	Jason Nanchun Jiang
	Title:	Director
In the presence of:
By:	/s/ Alex Deyi Yang
	Name of witness: Alex Deyi Yang

Accepted and acknowledged:

GOLDMAN SACHS INTERNATIONAL

By:	/s/ Daniel Martin
	Name: Daniel Martin
	Title: Managing Director

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EXHIBIT A

List of Collateral

     Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Swap Confirmation. The collateral shall consist of all of Grantor’s right, title and interest, whether now existing or hereafter arising or acquired, in and to any and all of the following items of personal property of Grantor:

     (i) the American Depositary Shares of Focus Media Holding Limited (“Issuer”) issued or deemed issued to Grantor under the Amended and Restated Deposit Agreement dated as of April 9, 2007 by and among Issuer, Citibank N.A., as depositary, and the holders and beneficial owners thereof, each representing five ordinary shares of Issuer (the “Underlying Shares”), par value USD 0.00005 per ordinary share (such American Depositary Shares, the “Shares”) delivered by Grantor into the custody of Secured Party (or any securities in exchange or replacement of such Shares), in an aggregate amount not less than the Number of Shares (as defined in the Swap Confirmation);

     (ii) any dividend, distribution, option, right or any other property received or receivable in connection with any merger, consolidation, business combination, reclassification, increase or reduction of capital, reorganization or similar transactions, in respect of any of the foregoing, whether in addition to, in substitution of, as a conversion of, or in exchange for, or otherwise in respect of any of the foregoing;

     (iii) the Securities Account and all cash and securities and other financial assets now or hereafter credited thereto;

     (iv) all security entitlements with respect to any of the foregoing; and

     (v) all cash and non-cash proceeds, supporting obligations, distributions and substitutions, with respect to any of the foregoing.

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EX-99.19

Exhibit 99.19

EXECUTION VERSION

GUARANTY

     GUARANTY (as the same may be amended, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of September 7, 2010 of Mr. Jason Nanchun Jiang (the “Guarantor”) in favor of Goldman Sachs International (the “Beneficiary”).

     WHEREAS, JJ Media Investment Holding Limited (the “Company”) and the Beneficiary have entered into (i) the Capped Call Transaction Confirmation, dated as of or about the date hereof, and the Supplemental Confirmation, dated as of or about the date hereof, subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (as further amended, supplemented or modified from time to time, and together with all schedules, annexes and exhibits thereto, the “Capped Call Confirmation”), (ii) the Share Swap Transaction Confirmation, dated as of or about the date hereof, and the Supplemental Confirmation, dated as of or about the date hereof, subject to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (as further amended, supplemented or modified from time to time, and together with all schedules, annexes and exhibits thereto, the “Swap Confirmation”) and (iii) the other Transaction Documents (as defined in the Capped Call Confirmation);

     WHEREAS, in consideration of the entry of the Beneficiary into the Capped Call Confirmation and the obligations of Beneficiary pursuant thereto and the entry of the Beneficiary into the Swap Confirmation and the obligations of Beneficiary pursuant thereto, the Guarantor has agreed to guarantee the payment of all amounts, and the performance of all obligations, by the Company under the Swap Confirmation, the Capped Call Confirmation and the other Transaction Documents;

     WHEREAS, all capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Capped Call Confirmation or the Swap Confirmation, as the case may be;

     NOW, THEREFORE, the Guarantor hereby agrees as follows:

     Section 1. The Guaranty.

          (a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Beneficiary, with effect from the date of the Swap Confirmation and the other Transaction Documents, the due and punctual payment (and not merely collection), in U.S. dollars, of all present and future amounts, whether absolute or contingent, and whether for principal, interest, fees, breakage costs, expenses, indemnification or otherwise, owing by the Company under the Swap Confirmation, the Capped Call Confirmation and the other Transaction Documents, as and when such amounts become due and payable, whether at their scheduled due dates, upon acceleration or otherwise (or would otherwise be owing, due or payable under the Swap Confirmation and the other Transaction Documents) and the performance of all delivery and other obligations of the Company under the Swap Confirmation and the other Transaction Documents in accordance with the terms thereof (such payment and performance obligations, the “Guaranteed Obligations”).

          (b) The obligations of the Guarantor under this Guaranty constitute a guaranty of payment and performance when due and not of collection.

          (c) The Guarantor hereby agrees to pay all costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by the Beneficiary in enforcing this Guaranty.

          (d) In no event shall the Beneficiary be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. The Beneficiary shall have the right, individually or jointly, to demand payment or performance of the Guaranteed Obligations upon failure of the Company punctually to pay or perform the same and to enforce the obligations of the Guarantor under this Guaranty. Accordingly, upon failure of the Company punctually to pay or perform any Guaranteed Obligation and upon demand by the Beneficiary to the Guarantor, the Guarantor agrees to pay or perform, or cause to be paid or performed, such Guaranteed Obligation; provided that delay by the Beneficiary in giving such demand shall in no event affect the Guarantor’s obligations under this Guaranty. The rights, powers, remedies and privileges provided in this Guaranty are cumulative and not exclusive of any rights, powers, remedies and privileges provided by any other agreement or by law.

          (e) The Guarantor hereby agrees that this is a continuing guaranty and that the Guaranteed Obligations shall be unconditional. The Guaranteed Obligations shall not be discharged except by the complete payment of the amounts payable under the Swap Confirmation, the Capped Call Confirmation and the other Transaction Documents, irrespective of (1) any claim as to the validity, regularity or enforceability of the Swap Confirmation or this Guaranty or any other of the other Transaction Documents; (2) any purported lack of authority of the Company to execute or deliver the Transaction Documents; (3) any change in the time, manner or place of payment of, or in any other term of, or amendment to, any Transaction Document; (4) any waiver or consent by the Beneficiary with respect to any provisions of the Swap Confirmation or any other Transaction Document or any compromise or release of any of the obligations thereunder; (5) the absence of any action to enforce the Swap Confirmation or any other Transaction Document, to recover any judgment against the Company or to enforce a judgment against the Company under the Swap Confirmation or any other Transaction Document; (6) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Company; (7) any setoff, counterclaim, or defense of any kind or nature which may be available to or asserted by the Guarantor or the Company against the Beneficiaries or any of their affiliates; (8) any impairment, furnishing, exchange or release of, or failure to perfect or enforce any security interest in, collateral securing the Obligations; (9) any change in the laws, rules or regulations of any jurisdiction; (10) any present or future action of any governmental authority amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Company under the Swap Confirmation or any other Transaction Document to which it is a party or of the Guarantor under this Guaranty, or (11) any other circumstance (other than full payment or performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally.

          (f) The Guarantor hereby waives diligence, presentment, demand on the Company for payment or otherwise, any filing of claims, any requirement of a prior proceeding against the Company and protest or notice of any kind whatsoever. If at any time (including any time after termination or expiration of this Guaranty) payment of any of the Guaranteed Obligations is rescinded or must be otherwise restored or returned by the Beneficiary upon the insolvency, bankruptcy or reorganization of the Company or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by such Beneficiary, all as though such payment had not been made.

     Section 2. Representations and Warranties. The Guarantor represents and warrants to the Beneficiary on the date hereof and during the duration of this Guaranty that:

          (a) he has full power, authority, and legal right to execute and deliver this Guaranty and to perform the provisions of this Guaranty on his part to be performed;

          (b) this Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, binding and enforceable obligation of the Guarantor and the Guarantor’s executors, administrators, guardians, conservators, successors and assigns;

          (c) his execution, delivery and performance of this Guaranty have been and remain duly authorized by all necessary action and do not contravene any provision of any organizational document, any laws applicable to him or any contractual restriction binding on him or his assets;

          (d) no notice to, consent, authorization or approval by, or filing with, any governmental authority having jurisdiction over the Guarantor or his property is required for his execution, delivery or performance of this Guaranty;

          (e) except for the legal proceeding In re: Focus Media Limited Litigation, described under item 8.A—“Legal Proceedings” in the annual report on Form 20-F of Focus Media Holding Limited, as filed on June 29, 2010, and as subsequently amended on July 16, 2010 and September 7, 2010, to which proceeding Jason Nanchun Jiang as a director of Focus Media Holding Group is named as a party, there is not pending or, to the Guarantor’s knowledge, threatened against the Guarantor, any action, suit or proceeding before any governmental authority or governmental official or any arbitrator that could be reasonably be expected to affect the legality, validity or enforceability against the Guarantor of this Guaranty or the Guarantor’s ability to perform his obligations under this Guaranty; and

          (f) the execution by the Guarantor of this Guaranty is a free, voluntary and competent act.

     Section 3. Subrogation of Rights. By accepting this Guaranty and entering into the Transaction Documents to which it is a party, the Beneficiary agrees that the Guarantor shall be subrogated to all rights of the Beneficiary against the Company in respect of any amounts paid by the Guarantor pursuant to this Guaranty, provided that the Guarantor shall be entitled to enforce or to receive any payment or take any other action arising out of or based upon such right of subrogation only when all amounts payable by the Company under the Transaction Documents to which it is a party have been paid and the Transaction Documents to which it is a party have been terminated.

     Section 4. Binding Effect. This Guaranty shall be binding upon the Guarantor, his executors, administrators, guardians, conservators, successors and assigns and shall inure to the benefit of each Beneficiary and its successors and assigns. The Guarantor may not assign his rights nor delegate his obligations under this Guarantee, in whole or in part, without prior written consent of the Beneficiary, and any purported assignment or delegation absent such consent is void. If the Beneficiary assigns or otherwise transfers all or any portion of its rights and obligations under the Swap Confirmation or the Capped Call Confirmation to any other Person, in each case, in accordance with the terms thereof, then such other Person shall thereupon become a Beneficiary hereunder vested with all the benefits in respect of such transferred rights and obligations granted to the predecessor Beneficiary herein.

     Section 5. Notices. Any notice to the Guarantor hereunder shall be in writing and sent in any manner permitted by Section 12(a) of the Agreement (as defined in the Swap Confirmation) to the following address and person or to such other address or person’s attention as the Guarantor shall from time to time notify the Beneficiary.

Jason Nanchun Jiang
c/o Focus Media Holding Company
28-30/F, Zhao Feng World Trade Building
369 Jiangsa Road
Shanghai 200050
People’s Republic of China

     Any notice addressed as provided above shall be deemed given as provided in Section 12(a) of the Agreement (as defined in the Swap Confirmation).

     Section 6. Governing Law; Submission to Jurisdiction.

          (a) This Guaranty shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction.

          (b) The Guarantor irrevocably submits to the “jurisdiction” specified in Section 13(b) of the Agreement (as defined in, and modified by, the Swap Confirmation) for purposes of any action or proceeding relating to this Guaranty and irrevocably appoints the Process Agent identified in Section 6(o) of the Swap Confirmation as its agent to receive service of summons or any other legal process in connection with any action or proceeding relating to this Guaranty brought in any such court. The Guarantor irrevocably waives, to the fullest extent permitted by law, any defense or objection it may have that any such action or proceeding in any such court has been brought in an inconvenient forum.

     Section 7. Amendment. This Guaranty shall not be amended, supplemented or otherwise modified except by a writing signed by the Guarantor and the Beneficiary.

     Section 8. Gross-Up. The provisions of Section 2(d) of the Agreement (as defined in the Swap Confirmation) are incorporated by reference herein mutatis mutandis for the benefit of the Beneficiary with respect to any and all payments by the Guarantor under this Guaranty.

     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

GUARANTOR
By:	/s/ Jason Nanchun Jiang
Name:   Jason Nanchun Jiang

ACCEPTED BY:

GOLDMAN SACHS INTERNATIONAL

By:	/s/ Daniel Martin
	Name: Daniel Martin
	Title: Managing Director

EX-99.20

Exhibit 99.20

EXECUTION VERSION

SALES PLAN

     THIS SALES PLAN, dated as of the date set forth on the signature page (this “Sales Plan”), is made by and between JJ Media Investment Holding Limited (“Seller”) and Goldman, Sachs & Co. (“Broker”).

     WHEREAS, Seller desires to establish this Sales Plan to sell American Depositary Shares (the "ADSs”) of Focus Media Holding Limited (the “Issuer”), issued or deemed issued under that certain Amended and Restated Deposit Agreement, dated as of April 9, 2007, by and among the Issuer, Citibank, N.A., as depositary, and the holders and beneficial owners of the ADSs, each representing five ordinary shares of the Issuer, par value $0.00005 per ordinary share, in accordance with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as further set forth herein;

     WHEREAS, Seller and an affiliate of Broker have entered into that certain Capped Call Transaction Master Confirmation, dated as of or about the date hereof, subject to the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border), as supplemented by each of the Confirmations, each dated as of or about the date hereof, in respect of certain capped call transactions (as further amended, supplemented or modified from time to time, and together with all schedules, annexes and exhibits thereto, the “Capped Call Confirmation”);

     NOW, THEREFORE, Seller and Broker hereby agree as follows:

1. Broker shall effect one or more sales (each, a “Sale”) of the ADSs (the “Shares”) as further set forth in the attached Annex A to this Sales Plan, including, without limitation, subject to the commission set forth therein. All orders will be deemed day orders only and not held unless otherwise specified in Annex A.

2. (i) This Sales Plan shall become effective as of the date hereof; provided that the “Effective Date” under the Capped Call Confirmation shall have occurred and all conditions to effectiveness specified in Section 5(a) of the Capped Call Confirmation shall have been satisfied; and (ii) this Sales Plan shall terminate on the earliest of (a) November 15, 2010, (b) the date on which Broker has sold all Shares specified in Annex A, (c) the date that this Sales Plan is terminated in accordance with paragraph 11 below, or (d) the date Broker receives notice of the dissolution of Seller.

3. (i) Seller understands that Broker may effect Sales hereunder jointly with orders for other sellers of ADSs of the Issuer and that the average price for executions resulting from bunched orders will be assigned to Seller’s account; and (ii) Seller acknowledges that: (a) during the term of this Sales Plan, Broker or its affiliates may buy or sell ADSs, the ordinary shares of the Issuer represented by the ADSs or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind the hedge position of Broker’s affiliate with respect to the Capped Call Confirmation; (b) Broker and its affiliates may also be active in the market for the ADSs or the ordinary shares of the Issuer represented by the ADSs other than in connection with hedging activities in relation to the Capped Call Confirmation; (c) Broker’s affiliate party to the Capped Call Confirmation shall make its own determination as to whether, when or in what manner any hedging or market activities in the Issuer’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Capped Call Confirmation; (d) any market activities of Broker and its affiliates with respect to the ADSs or the ordinary shares of the Issuer represented by the ADSs may affect the market price and volatility of such ADSs or such ordinary shares, each in a manner that may be adverse to Seller; and (e) Broker and/or its affiliates may purchase and/or sell ADSs or the ordinary shares of the Issuer represented by the ADSs for its own account at an average price that may be greater than, or less than, the price assigned to Seller’s account in respect of the Sales.

4. Seller represents and warrants that Seller is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the ADSs) and is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act.

5. It is the intent of the parties that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act. Seller has consulted with Seller’s own advisors as to the legal and tax aspects of Seller’s adoption and implementation of this Sales Plan.

*** Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

6. Seller represents that the Shares are “restricted securities” and/or that Seller may be deemed an “affiliate” of the Issuer as those terms are defined under Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”). Seller shall not take, and shall not cause any person or entity with which he or she would be required to aggregate sales of ADSs pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the Sales not to comply with Rule 144. Seller has provided Broker with an executed Form 144 with respect to the aggregate number of Shares subject to this Sales Plan (as specified in Annex A) and, upon Broker’s request, shall promptly provide Broker with any additional Forms 144, which Broker will complete and file on behalf of Seller. Seller understands and agrees that unless otherwise agreed or instructed, Broker will generally make one Form 144 filing as necessary at the beginning of each three-month period commencing prior to the first Sale to be effected pursuant to this Sales Plan. Such Form 144 shall specify that the Sales are being effected in accordance with a Sales Plan intended to comply with Rule 10b5-1 under the Exchange Act. Seller agrees to provide Broker with such information as is reasonably necessary for Broker accurately and timely to complete the Forms 144.

7. Seller represents and warrants that Seller is currently permitted on the dates set forth in Annex A, and, subject to Section 10 below, the days immediately following such dates, to sell the Shares as set forth in Annex A in accordance with the Issuer’s insider trading policies and has obtained the approval of the Issuer’s counsel to enter into this Sales Plan and that, other than any requirements under Rule 144 set forth herein, on the date of such Sales there will be no contractual, regulatory, or other restrictions applicable to the Sales contemplated under this Sales Plan that would interfere with Broker’s ability to execute Sales and effect delivery and settlement of such Sales on behalf of Seller, other than restrictions with respect to which Seller has obtained all required consents, approvals and waivers. Seller shall notify Broker immediately in the event that any of the above statements become inaccurate prior to the termination of this Sales Plan.

8. Seller will not directly or indirectly communicate any information relating to the Issuer or any securities of the Issuer (including the ADSs) to any employee of Broker or its affiliates who is directly or indirectly involved in executing this Sales Plan at any time while this Sales Plan is in effect.

9. Seller shall make all filings, if any, required under Sections 13(d) and 16 of the Exchange Act.

10. Seller understands that Broker may not effect a Sale, or effect a Sale with respect to a number of Shares that is less than the number specified for any day in Annex A, due to a market disruption or a legal, regulatory or contractual restriction applicable to Broker (a “Disruption Event”). Seller also understands that even in the absence of a Disruption Event, Broker may be unable to effect Sales consistent with ordinary principles of best execution due to insufficient volume of trading in the ADSs or failure of the ADSs to reach and sustain a limit order price on the date of a Sale set forth in Annex A (all such Sales not effected, the “Unfilled Sales”). Any Unfilled Sales, and any Sales that would have been executed in accordance with the terms of Annex A but are not executed due to the existence of a Disruption Event or Issuer Restriction (as defined below), shall be executed on any days immediately following the days specified in Annex A, in the amounts determined by Broker in its sole discretion, or, if Broker determines that such execution on any days immediately following the days specified in Annex A cannot be completed in a commercially reasonable maner, be deemed to be cancelled, and shall not be effected pursuant to this Sales Plan.

     Broker agrees that if the Issuer enters into a transaction that imposes trading restrictions on Seller applicable to a sales plan intended to comply with the requirements of Rule 10b5-1(c) under the Exchange Act, such as a stock offering requiring an affiliate lock-up (an “Issuer Restriction”), and if the Issuer and Seller shall provide Broker at least three (3) business days’ prior notice of such trading restrictions, then Broker will cease effecting Sales under this Sales Plan until notified by the Issuer and Seller that such restrictions have terminated. All required notifications to Broker under this paragraph 10 shall be made in writing (signed by Seller and the Issuer) and confirmed by telephone as follows: (Attn: Ross Hiatt, Equity Capital Markets; Email: ross.hiatt@gs.com; Tel: 852 2978 1025). Broker shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after the cessation or termination of a Disruption Event or Issuer Restriction.

11. This Sales Plan and its enforcement, and each transaction entered into hereunder and all matters arising in connection with this Sales Plan and transactions hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its choice of law doctrine. This Sales Plan may be modified, terminated or amended only by a writing signed by the parties hereto, which the Issuer has reviewed and not

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objected to, and provided that any such modification, termination or amendment shall only be permitted at a time when Seller is otherwise permitted to effect sales under the Issuer’s trading policies and at a time when Seller is not aware of material nonpublic information concerning the Issuer or any securities of the Issuer (including the ADSs). In the event of a modification or amendment to this Sales Plan, or in the event Seller establishes a new plan after termination of this Sales Plan, no sales of Shares shall be effected during the thirty (30) calendar days immediately following such modification, amendment or termination (other than Sales already provided for in this Sales Plan prior to such modification, amendment or termination).

12. Seller agrees that Broker and its affiliates and their directors, officers, employees, and agents (collectively, “Broker Persons”) shall not have any liability whatsoever to Seller for any action taken or omitted to be taken in connection with this Sales Plan, the making of any Sale, or any amendment, modification or termination of this Sales Plan, unless such liability is determined in a non-appealable order of a court of competent jurisdiction to have resulted solely from the fraud, gross negligence, willful misconduct or bad faith of the Broker Person. Seller further agrees, to the fullest extent permitted by applicable law, to hold each Broker Person free and harmless from any and all losses, damages, liabilities or expenses (including reasonable attorneys’ fees and costs) incurred or sustained by such Broker Person in connection with or arising out of any suit, action or proceeding relating to this Sales Plan, any Sale or any amendment, modification or termination of this Sales Plan (each an “Action”) and to reimburse each Broker Person for its expenses, as they are incurred, in connection with any Action, unless such loss, damage, liability or expense is determined in a non-appealable order of a court of competent jurisdiction to be solely the result of such Broker Person’s fraud, gross negligence, willful misconduct or bad faith. This paragraph 12 shall survive termination of this Sales Plan.

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IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date below.

JJ Media Investment Holding Limited			Goldman, Sachs & Co.
By:	/s/ Jason Nanchun Jiang		By:	/s/Goldman Sachs International
Name: Jason Nanchun Jiang		:
Title: Director
Date: September 7, 2010
Acknowledged by:
Focus Media Holding Limited
By:	/s/ Alex Deyi Yang
Name: Alex Deyi Yang
Title: General Manager and Director:

Sample Annex A
JJ Media Investment Holding Limited, as Seller
Goldman, Sachs & Co., as Broker

Sell up to a maximum of 2,000,000 ADSs under this Sales Plan (the “Shares”), in accordance with the following:

			Commission ($ per
Date	Shares to be sold*	$ Limit or Market*	Share)	Nature of Acquisition
[***]	[***]	[***]	[***]	[***]
Total:	2,000,000

* Share amounts and limit prices listed shall be increased or decreased to reflect Share splits should they occur

     IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date below.

JJ Media Investment Holding Limited	Goldman, Sachs & Co.
By:	By:
Name:	Name:
Title:	Title:
Date:
Acknowledged by:
Focus Media Holding Limited
By:
Name:
Title: