UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Dial Global, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01

(Titles of Classes of Securities)

961815305

(CUSIP Number)

Eric R. Hattler

The Gores Group, LLC

10877 Wilshire Boulevard, 18th Floor

Los Angeles, CA 90024

310.209.3980

with a copy to:

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

213.830.6300

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

February 28, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

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.

Explanatory Note: This Amendment No. 12 (“Amendment No. 12”) to the Statement on Schedule 13D amends and supplements the statement on Schedule 13D filed on March 12, 2008 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on March 20, 2008 (“Amendment No. 1”), Amendment No. 2 thereto filed on June 20, 2008 (“Amendment No. 2”), Amendment No. 3 thereto filed on December 8, 2008 (“Amendment No. 3”), Amendment No. 4 thereto filed on March 5, 2009 (“Amendment No. 4”), Amendment No. 5 thereto filed on April 27, 2009 (“Amendment No. 5”), Amendment No. 6 thereto filed on August 3, 2009 (“Amendment No. 6”), Amendment No. 7 thereto filed on August 18, 2010 (“Amendment No. 7”), Amendment No. 8 thereto filed on March 2, 2011 (“Amendment No. 8”), Amendment No. 9 thereto filed on August 8, 2011 (“Amendment No. 9”), Amendment No. 10 thereto filed October 26, 2011 (“Amendment No. 10”) and Amendment No. 11 thereto filed November 1, 2011 (“Amendment No. 11”) (the Original 13D and Amendments Nos. 1 through 12, collectively, the “Schedule 13D”), by Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores Radio”) and The Gores Group, LLC, a Delaware limited liability company (“The Gores Group” and, together with Gores Radio, the “Gores Entities” or “Gores Reporting Persons” and together with certain of the affiliates of the Gores Reporting Persons, “Gores”), relating to the Class A Common Stock, par value $0.01 per share, of Dial Global, Inc. (formerly known as Westwood One, Inc., the “Issuer”).

This Amendment No. 12 to the Schedule 13D is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit 1, by the Gores Entities and the Oaktree Reporting Persons (defined below).

Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported on the Original 13D or Amendments Nos. 1 through 11. Capitalized terms used but not otherwise defined in this Amendment No. 12 shall have the meanings ascribed to them in the Original 13D or Amendments Nos. 1 through 11, as applicable.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 2:

(1) Triton Media Group, LLC, a Delaware limited liability company (“Triton”), whose principal business is to hold and manage the securities of the Issuer held by it, as well as the entities that conduct Triton’s digital business;

(2) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“Oaktree Fund III”), OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership (“Oaktree Fund IIIA”), and OCM Principal Opportunities Fund IV, L.P., a Cayman Islands exempted limited partnership (“Oaktree Fund IV”, and together with Oaktree Fund III and Oaktree Fund IIIA, the “Oaktree Funds”), whose principal business is to invest in securities of operating companies; and

(3) OCM Principal Opportunities Fund III GP, L.P., a Delaware limited partnership (the “Oaktree Fund III GP”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Fund III and Oaktree Fund IIIA;

(4) Oaktree Fund GP I, L.P., a Delaware limited partnership (“Oaktree GP I”), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform the functions of, the managing member of the general partner of certain investment funds or (ii) to act as the sole shareholder of certain controlling entities of certain investment funds;

(5) Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree Capital I”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree GP I;

(6) OCM Holdings I, LLC, a Delaware limited liability company (“Oaktree Holdings I”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Capital I and to hold limited partnership interests in Oaktree Capital I;

(7) Oaktree Holdings, LLC, a Delaware limited liability company (“Oaktree Holdings LLC”), whose principal business is to serve as, and perform the functions of, the managing member of Oaktree Holdings I;

(8) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts;

(9) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Capital Group Holdings, L.P. and as manager of OCG.

(10) OCM Principal Opportunities Fund IV GP, L.P., a Cayman Islands exempted limited partnership (the “Oaktree Fund IV GP”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Fund IV;

(11) OCM Principal Opportunities Fund IV GP Ltd., a Cayman Islands exempted company (“Oaktree Fund IV GP Ltd.”), whose principal business is to serve as, and perform the functions of, the general partner of the Oaktree Fund IV GP;

(12) Oaktree Capital Management, L.P., a Delaware limited partnership (“OCM”), whose principal business is to provide investment advisory services to investment funds and accounts.

(13) Oaktree Holdings, Inc., a Delaware corporation (“Oaktree Holdings Inc.”, and together with the entities described in the foregoing clauses (1) through (12), the “Oaktree Reporting Persons”), whose principal business is to serve as, and perform the functions of, the general partner of certain entities affiliated with the Oaktree Reporting Persons and to hold limited partnership interests in such entities.

Set forth in the attached Appendix B is a listing of the directors, executive officers, members and general partners, as applicable, of each Oaktree Reporting Person (collectively, the “Oaktree Covered Persons”), and is incorporated by reference. Except as set forth in Appendix B, each of the Oaktree Covered Persons that is a natural person is a United States citizen.

The principal business address of each of the Oaktree Reporting Persons and each Oaktree Covered Person is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

During the last five years, none of the Oaktree Reporting Persons, or to the best of their knowledge, any Oaktree Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 3:

As previously reported, on July 30, 2011, the Issuer, Radio Network Holdings, LLC, a Delaware limited liability company and the Issuer’s wholly owned subsidiary (“Merger Sub”), and Verge Media Companies, Inc., a Delaware corporation (“Verge”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Verge with and into Merger Sub with Merger Sub surviving the merger as a wholly-owned subsidiary of the Issuer (the “Merger”). The Merger became effective on October 21, 2011. Pursuant to the Merger Agreement and immediately prior to the effective time of the Merger, the Issuer filed an amended and restated charter with the Delaware Secretary of State (the “Restated Charter”) providing for two authorized classes of common stock, of which one class was designated Class A Common Stock, par value $0.01 per share (“Class B Common Stock”), and one class was designated Class B common stock, par value $0.01 per share (“Class B Common Stock”). Upon the effectiveness of the Restated Charter, each issued and outstanding share of Issuer common stock was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders thereof (the “Reclassification”). As a result of such Reclassification, Gores acquired 17,212,977 shares of Class A Common Stock. Upon consummation of the Merger, the Triton Media Group, LLC (“Triton”), the sole stockholder of Verge, received 9,691.374 shares of Series A Preferred Stock of the Issuer, par value $0.01 per share (“Series A Preferred Stock”) (representing all of the outstanding Series A Preferred Stock), and 34,237,638 shares of Class B Common Stock representing approximately 59% of the total outstanding common stock of the Issuer and approximately 59% of the combined voting power of the Issuer, in each case on a fully diluted basis.

Pursuant to the Securities Purchase Agreement entered into by Gores Radio and Triton on December 31, 2012 (the “Securities Purchase Agreement”), Gores Radio sold 71,428 shares of Class A Common Stock to Triton for an aggregate purchase price of $1.00.

On February 28, 2013 Gores Radio and Triton entered into the Voting Agreement (as defined in Item 6).

The foregoing descriptions of the Merger Agreement and the Restated Charter do not purport to be complete and are subject to and qualified in their entirety by reference to the Merger Agreement and form of Restated Charter, copies of which were previously filed with Amendment No. 10 to the Schedule 13D as Exhibits 1 and 2, respectively, and the terms of which are incorporated herein by reference in their entirety.

See Item 4 and Item 6 for a further description of the Voting Agreement and the Restructuring Transactions (as defined in Item 4).

Item 4. Purpose of Transaction

The paragraph added to the end of the response to Item 4 of the Schedule 13D, pursuant to Amendment No. 10 thereto, is hereby amended and restated in its entirety with the following paragraph:

As previously reported, upon the effectiveness of the Restated Charter, the Board of Directors of the Issuer (the “New Board”) was reduced from eleven members to nine members. Pursuant to the Restated Charter, the Issuer is initially entitled to designate three members of the New Board, one of whom must be independent under applicable stock exchange rules. Jonathan Gimbel and Mark Stone, employees of Gores, B. James Ford, a managing director of OCM, and Andrew Salter, an employee of OCM, and H. Melvin Ming, an independent director, were designated by the Issuer and became members of the New Board on October 21, 2011. Pursuant to the Restated Charter (i) at each meeting of stockholders or action by written consent in lieu thereof in which directors are to be elected, the holders of Class A Common Stock (voting as a separate class) are entitled to elect three of the nine members of the New Board, at least one of whom must be independent under applicable stock exchange rules (the “Class A Directors”) and the holders of Class B Common Stock (voting as a separate class) are entitled to elect all of the other members of the New Board, at least two of whom must be independent under applicable stock exchange rules (the “Class B Directors”) and (ii) until the third anniversary of the effective date of the Restated Charter, the affirmative vote of not less than two-thirds of the Class A Common Stock (voting as a separate class) is required to approve a sale of the Issuer, subject to certain exceptions (the “Class A Sale Veto Right”). As a result, (x) so long as Gores beneficially owns a majority of the Class A Common Stock, Gores will have shares with voting power sufficient to elect the Class A Directors (y) so long as the Oaktree Reporting Persons beneficially own a majority of the Class B Common Stock, the Oaktree Reporting Persons will have shares with voting power sufficient to elect the Class B Directors and (iii) so long as Gores beneficially owns at least two-thirds of the Class A Common Stock, Gores will have shares with voting power sufficient to exercise the Class A Sale Veto Right.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 4:

Pursuant to the Amended and Restated Credit Agreement, dated as of February 28, 2013, by and among the Issuer, the lenders party thereto, the administrative and collateral agents and the other parties thereto (the “Amended and Restated Credit Agreement”), the Issuer has agreed to consummate, subject to the satisfaction of certain conditions, certain Restructuring Transactions (as defined therein and as further described below), including the reclassification of the Issuer’s equity interests and the amendment and restatement of the certificate of incorporation of the Issuer, in the form attached hereto as Exhibit 2, to reflect the terms of the Issuer’s reclassified equity interests (including the issuance of new equity securities of the Issuer in such reclassification).

Restructuring Transactions

The Restructuring Transactions include (i) the Issuer’s entry into the Amended and Restated Credit Agreement, which has a maturity date of October 21, 2016, and provides for a $5 million paydown of the Issuer’s existing term loan and revolving credit commitments on the date of the execution of such agreement, and, subject to the satisfaction of specified conditions, an additional $10 million paydown on the date of effectiveness of such agreement, (ii) the Issuer’s entry into the Priority Second Lien Credit Agreement among the Issuer, each of the lenders party thereto and the administrative and syndication agents party thereto, pursuant to which, subject to the satisfaction of specified conditions, such lenders have agreed to lend an additional $31.5 million to the Issuer through a term loan facility with a maturity date of July 21, 2017, (iii) the entry into the Issuer’s Amended and Restated Second Lien Credit Agreement, by and among the Issuer, the lenders party thereto, and the administrative, collateral and syndication agents party thereto, dated as of February 28, 2013 which provides for, subject to the satisfaction of specified conditions, the restructuring of approximately $93 million in existing second lien obligations of the Issuer by providing for a $30 million term loan that matures five years after the expected closing of the Restructuring Transactions while exchanging approximately $63 million in remaining obligations under the existing Second Lien Credit Agreement of the Issuer for a new series of preferred stock of the Issuer, (iv) the reclassification of the Issuer’s equity interests and the amendment and restatement of the certificate of incorporation of the Issuer, in the form attached hereto as Exhibit 2, to reflect the terms of the Issuer’s reclassified equity interests (including the issuance of new equity securities of the Issuer in such reclassification), (v) the entry by the Issuer into an Exchange Agreement with lenders under the Issuer’s existing Second Lien Credit Agreement pursuant to which such lenders will, subject to the satisfaction of specified conditions, exchange certain interests for preferred stock of the Issuer and warrants to purchase common stock of the Issuer, (vi) the entry by the issuer into an Exchange and Contribution Agreement with holders of subordinated PIK notes issued by the Issuer, pursuant to which such holders will, subject to the satisfaction of specified conditions, exchange such notes for equity securities of the Issuer, and (vii) the entry by the Issuer into a Series B Preferred Stock Subscription Agreement with the Oaktree Funds and Gores Radio, a copy of which is attached hereto as Exhibit 3 and incorporated herein by reference, pursuant to which Oaktree Funds and Gores Radio will, subject to the satisfaction of specified conditions, purchase an aggregate of $16.5 million of equity securities of the Issuer. The agreements referenced in clauses (vi)-(vii) above are referred to herein as the “Sponsor Agreements” and the parties thereto, other than the Issuer, as the “Sponsors.”

The effectiveness of each of the agreements described in clauses (i) through (iii) of the preceding paragraph is subject to the satisfaction of certain conditions. Also, under such agreements the lenders party thereto will be granted certain corporate governance rights with respect to the Issuer.

Item 5. Interest in Securities of the Issuer

(a) and (b)

The information contained on the cover pages of the Schedule 13D is incorporated herein by reference. Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 5:

Triton directly holds 9,691.374 shares of Series A Preferred Stock, 71,428 shares of Class A Common Stock and 34,237,638 shares of Class B Common Stock, and has sole power to vote and dispose of such stock.

Each of the Oaktree Funds holds Class A Units of Triton and therefore, the Oaktree Funds may be deemed to beneficially own the shares of Series A Preferred Stock, Class A Common Stock and Class B Common Stock of the Issuer held by Triton.

Oaktree GP I, in its capacity as the general partner of Oaktree Fund III and Oaktree Fund IIIA, has the ability to direct the management of such Oaktree Funds’ business, including the power to vote and dispose of securities held by such Oaktree Funds and to appoint the investment manager for such Oaktree Funds; therefore, Oaktree GP I may be deemed to beneficially own the shares of Series A Preferred Stock, Class A Common Stock and Class B Common Stock of the Issuer held by Triton through such Oaktree Funds.

Oaktree Capital I, in its capacity as the general partner of Oaktree GP I, has the ability to direct the management of Oaktree GP I’s business, including the power to direct the decisions of Oaktree GP I regarding the vote and disposition of securities held by Oaktree Fund III and Oaktree Fund IIIA; therefore, Oaktree Capital I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Series A Preferred Stock, Class A Common Stock and Class B Common Stock held by Triton through such Oaktree Funds.

Oaktree Holdings I, in its capacity as the general partner of Oaktree Capital I, has the ability to direct the management of Oaktree Capital I’s business, including the power to direct the decisions of Oaktree Capital I regarding the vote and disposition of securities held by Oaktree Fund III and Oaktree Fund IIIA; therefore, Oaktree Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Series A Preferred Stock, Class A Common Stock and Class B Common Stock held by Triton through such Oaktree Funds.

Oaktree Holdings LLC, in its capacity as the managing member of Oaktree Holdings I, has the ability to direct the management of Oaktree Holding I’s business, including the power to direct the decisions of Oaktree Holdings I regarding the vote and disposition of securities held by Oaktree Fund III and Oaktree Fund IIIA; therefore, Oaktree Holdings LLC may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Series A Preferred Stock, Class A Common Stock and Class B Common Stock held by Triton through such Oaktree Funds.

OCG, in its capacity as the managing member of Oaktree Holdings LLC, has the ability to direct the management of Oaktree Holdings LLC’s business, including the power to direct the decisions of Oaktree Holdings LLC regarding the vote and disposition of securities held the Oaktree Fund III and Oaktree Fund IIIA. Additionally OCG, in its capacity as the sole shareholder of Oaktree Holdings Inc., has the ability to appoint and remove directors of Oaktree Holdings Inc. and, as such, may indirectly control the decisions of Oaktree Holdings Inc. regarding the vote and disposition of securities held by Oaktree Fund IV. Therefore, OCG may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Series A Preferred Stock, Class A Common Stock and Class B Common Stock held by Triton through Oaktree Fund IV.

OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by the Oaktree Funds; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Series A Preferred Stock, Class A Common Stock and Class B Common Stock held by Triton through the Oaktree Funds.

Oaktree Fund IV GP, in its capacity as the general partner of Oaktree Fund IV, has the ability to direct the management of Oaktree Fund IV’s business, including the power to vote and dispose of securities held by Oaktree Fund IV and to appoint the investment manager for Oaktree Fund IV; therefore, Oaktree Fund IV GP may be deemed to beneficially own the shares of Series A Preferred Stock, Class A Common Stock and Class B Common Stock of the Issuer held by Triton through Oaktree Fund IV.

Oaktree Fund IV GP Ltd., in its capacity as the general partner of Oaktree Fund IV GP, has the ability to direct the management of Oaktree Fund IV GP’s business, including the power to direct the decisions of Oaktree Fund IV GP regarding the vote and disposition of securities held by Oaktree Fund IV; therefore, Oaktree Fund IV GP Ltd. may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Series A Preferred Stock, Class A Common Stock and Class B Common Stock held by Triton through Oaktree Fund IV.

OCM, in its capacity as the duly appointed investment manager of the Oaktree Funds, has the ability to direct the investment decisions of the Oaktree Funds, including the power to vote and dispose of securities held by the Oaktree Funds; therefore, OCM may be deemed to beneficially own the shares of Series A Preferred Stock, Class A Common Stock and Class B Common Stock of the Issuer held by Triton.

Oaktree Holdings Inc., in its capacity as the general partner of OCM, has the ability to direct the management of OCM’s business, including the power to direct the decisions of OCM regarding the vote and disposition of securities held by the Oaktree Fund; therefore, OCM Holdings Inc. may be deemed to beneficially own the shares of Series A Preferred Stock, Class A Common Stock and Class B Common Stock of the Issuer held by Triton through the Oaktree Funds.

With respect to the shares of Series A Preferred Stock, Class A Common Stock and Class B Common Stock held by Triton as reported herein, each of the Oaktree Reporting Persons may be deemed to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of shares of Series A Preferred Stock, Class A Common Stock and Class B Common Stock which such Oaktree Reporting Person may be deemed to beneficially own as set forth above.

Neither the filing of the Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Oaktree Reporting Persons, other than Triton (with respect to 9,691.374 shares of Series A Preferred Stock, 71,428 shares of Class A Common Stock and 34,237,638 shares of Class B Common Stock), that it is the beneficial owner of any of the Series A Preferred Stock, Class A Common Stock or Class B Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Oaktree Reporting Person, other than Triton.

Neither the filing of the Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Gores Reporting Persons, other than Gores Radio (with respect to 17,141,549 shares of Class B Common Stock), that it is the beneficial owner of any of the Series A Preferred Stock, Class A Common Stock or Class B Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Gores Reporting Person, other than Gores Radio.

To the knowledge of the Oaktree Reporting Persons, none of the Oaktree Covered Persons directly owns any shares of Series A Preferred Stock, Class A Common Stock or Class B Common Stock of the Issuer; provided, however, that because of each Oaktree Covered Person’s status as an investment manager, manager, general partner, director, executive officer or member of an Oaktree Reporting Person, an Oaktree Covered Person may be deemed to be the beneficial owner of the shares of Series A Preferred Stock, Class A Common Stock and Class B Common Stock beneficially owned by such Oaktree Reporting Person. Except to the extent of their pecuniary interest, each of the Oaktree Covered Persons disclaims beneficial ownership of the shares of the Issuer’s Series A Preferred Stock, Class A Common Stock and Class B Common Stock reported herein and the filing of the Schedule 13D shall not be construed as an admission that any such Oaktree Covered Person is the beneficial owner of any securities covered by this statement.

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

The last paragraph added to the end of the response to Item 6 of the Schedule 13D, pursuant to Amendment No. 9 thereto, is hereby amended and restated in its entirety with the following two paragraphs:

As previously reported, Gores Radio and Triton entered into an Indemnity and Contribution Agreement, dated as of July 30, 2011, a copy of which is attached to Amendment No. 9 to the Schedule 13D as Exhibit 12 and incorporated herein by reference (the “Contribution Agreement”), among the Issuer, Gores Radio, Verge, and Triton.

Indemnity and Contribution Agreement

As previously reported, pursuant to the Contribution Agreement, (i) Gores Radio has agreed, among other things, to provide certain indemnification rights to Triton in the event that the Issuer makes any payment arising out of or directly related to the Metro business of the Issuer, and (ii) Triton has agreed, among other things and subject to the limitations contained in the Contribution Agreement, to provide certain indemnification rights to the Issuer and its subsidiaries against any losses or damages suffered by such indemnified party to the extent arising from or directly related to the digital business formerly held by Triton. The effectiveness of the Contribution Agreement became effective upon the consummation of the transactions contemplated by the Merger Agreement.

The first paragraph added to the end of the response to Item 6 of the Schedule 13D, pursuant to Amendment No. 10 thereto, is hereby amended and restated in its entirety with the two following paragraphs:

In connection with the Merger, on October 21, 2011, Gores Radio and Triton entered into a Registration Agreement (the “Registration Agreement”) with the Issuer.

Registration Agreement

Pursuant to the Registration Agreement, Gores Radio has the right, on either one or an unlimited number of occasions, depending on the form of registration to be used, to demand that the Issuer register shares of Class A Common Stock under the Securities Act of 1933, subject to certain limitations. Additionally, Triton has the right, on either two or an unlimited number of occasions, depending on the form of registration to be used, to demand that the Issuer register shares of Class B Common Stock under the Securities Act of 1933, subject to certain limitations. The Issuer shall then use its reasonable best efforts to file the applicable registration statement and to cause such registration statement to remain effective, in each case, within the period and for the time periods required by the Registration Agreement. In addition, Gores Radio and Triton are entitled to unlimited piggyback registration rights with respect to the registration of any equity securities of the Issuer, subject to certain limitations.

These registration rights are subject to conditions and limitations, among them the right of the underwriters of an offering to limit the number of shares of Class A Common Stock and Class B Common Stock held by such stockholders to be included in such registration. Subject to certain exceptions, the Issuer is generally required to bear all expenses of such registration (other than underwriting discounts and commissions).

The foregoing description of the Registration Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Registration Agreement, a copy of which is filed as Exhibit 3 to Amendment No. 10 to the Schedule 13D and the terms of which are incorporated herein by reference.

The response to Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 6:

See Item 4 for a description of the Restructuring Transactions.

Voting Agreement

In connection with the Issuer’s entry into the Amended and Restated Credit Agreement, Gores Radio, Triton and the Issuer entered into a Voting Agreement, dated as of February 28, 2013, a copy of which is attached hereto as Exhibit 4 and incorporated herein by reference (the “Voting Agreement”). Pursuant to the Voting Agreement, each of Gores Radio and Triton has agreed, among other things, to execute a written consent to the Restructuring Transactions that require approval of the stockholders of the Issuer, including the above described amendment and restatement of the Issuer’s certificate of incorporation. Gores Radio and Triton also agreed in the Voting Agreement to certain restrictions, effective until the date on which written consent is executed, on the transfer or tender of the shares of the Issuer’s stock held by them, the entry into any voting agreement with respect to such shares, and any restriction on the voting by Gores Radio and Triton of such shares.

Exchange and Subscription Agreement

In connection with the contemplated closing of the Restructuring Transactions, Triton, the Oaktree Funds and Gores Radio contemplate entering into an Exchange and Subscription Agreement with certain other holders of subordinated PIK notes issued by the Issuer and a newly formed limited liability company (the “New LLC”), substantially in the form attached hereto as Exhibit 5 (the “New LLC Exchange Agreement”), pursuant to which Triton, the Oaktree Funds, Gores and such other parties would exchange equity and debt interests held by them in the Issuer for equity interests in the New LLC, and the Oaktree Funds and Gores would contribute to the New LLC an aggregate of $16.5 million in cash, in exchange for the issuance by the New LLC of additional equity interests. In connection with the consummation of the transactions contemplated by the New LLC Exchange Agreement, (i) the Sponsors contemplates assigning their rights and obligations under the Sponsor Agreements to the New LLC, and (ii) Triton, Gores Radio, the Issuer and certain other parties contemplate entering into a Termination Agreement, substantially in the form attached hereto as Exhibit 6, pursuant to which the Contribution Agreement will be terminated concurrently with the closing of the transactions contemplated by the New LLC Exchange Agreement. There can be no assurances that the parties that contemplate entering into the New LLC Exchange Agreement will enter into such agreement, or that any of the actions described in this paragraph will be consummated.

To the best knowledge of the Gores Reporting Persons and Oaktree Reporting Persons, except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

The Gores Reporting Persons and Oaktree Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

The response to Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of such Item 7:

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.

Date: March 12, 2013

Appendix B

Oaktree Capital Group Holdings GP, LLC

Oaktree Capital Group Holdings GP, LLC is managed by an executive committee. The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.

Oaktree Capital Group, LLC

The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.

Oaktree Holdings, LLC

The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.

OCM Holdings I, LLC

The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.

Oaktree Capital I, L.P.

The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.

Oaktree Fund GP I, L.P.

The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.

OCM Principal Opportunities Fund III GP, L.P.

Oaktree Fund GP I, L.P. is the general partner of OCM Principal Opportunities Fund III GP, L.P.

OCM Principal Opportunities Fund III, L.P.

OCM Principal Opportunities Fund III GP, L.P. is the general partner of OCM Principal Opportunities Fund III, L.P.

OCM Principal Opportunities Fund IIIA, L.P.

OCM Principal Opportunities Fund III GP, L.P. is the general partner of OCM Principal Opportunities Fund IIIA, L.P.

Oaktree Holdings, Inc.

The name and principal occupation of each of the directors and executive officers of Oaktree Holdings, Inc. are listed below:

Oaktree Capital Management, L.P.

The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.

OCM Principal Opportunities Fund IV GP Ltd.

The sole director of OCM Principal Opportunities Fund IV GP Ltd. is Oaktree Capital Management, L.P.

OCM Principal Opportunities Fund IV GP, L.P.

OCM Principal Opportunities Fund IV GP Ltd. is the general partner of OCM Principal Opportunities Fund IV GP, L.P.

OCM Principal Opportunities Fund IV, L.P.

OCM Principal Opportunities Fund IV GP, L.P. is the general partner of OCM Principal Opportunities Fund IV, L.P.

Triton Media Group, LLC

Triton Media Group, LLC is managed by a Board of Managers. The name and principal occupation of each member of the Board of Managers is set forth below.

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated as of March 12, 2013.

Exhibit 2

Draft

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

DIAL GLOBAL, INC.

[            ], 2013

The undersigned, [            ], certifies that he is the [            ] of Dial Global, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and does hereby further certify as follows:

(1) The Corporation was originally incorporated under the name Westwood One Delaware, Inc. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 21, 1985. On October 21, 2011, the Corporation filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware under the name Westwood One, Inc.

(2) This Second Amended and Restated Certificate of Incorporation further amends and, as amended, restates in its entirety the Amended and Restated Certificate of Incorporation and has been duly proposed by resolutions adopted and declared advisable by the Board of Directors of the Corporation (hereinafter referred to as the “Board of Directors”) approved by the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 242 and 245 of the Delaware General Corporation Law (the “DGCL”).

(3) The effective date (the “Effective Date”) of this Second Amended and Restated Certificate of Incorporation shall be the date it is filed with the Secretary of State of the State of Delaware.

(4) On the Effective Date, [(x) each share of Class A Common Stock, par value $.01 per share (“Old Class A Common Stock”) and Class B Common Stock, par value $.01 per share (“Old Class B Common Stock” and together with the Old Class A Common Stock, the “Old Common Stock”), in each case issued and outstanding on the Effective Date shall, automatically and without any action on the part of the respective holders thereof, be [combined,] reclassified as and converted into one share of Common Stock and (y) each share of Series A Preferred Stock, par value $0.01 per share (the “Old Preferred Stock”), issued and outstanding on the Effective Date, together with all accrued and unpaid dividends thereon, shall, automatically and without any action on the part of the respective holders thereof, be reclassified and converted into [             ] shares of Series D Preferred Stock (as defined below). Following the Effective Date of this Second Amended and Restated Certificate of Incorporation the Old Class A Common Stock, the Old Class B Common Stock and the Old Preferred Stock shall no longer constitute part of the authorized Capital Stock of the Corporation. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Date represented shares of Old Common Stock or Old Preferred Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Old Common Stock or Series D Preferred Stock into which the Old Preferred Stock shall have been combined, reclassified and converted, as applicable.

(5) The text of the Amended and Restated Certificate of Incorporation of the Corporation is hereby further amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the corporation is Dial Global, Inc.

ARTICLE II

REGISTERED OFFICE

The registered office of the Corporation is located at 2711 Centerville Road, Suite 400, City of Wilmington, 19808, New Castle County, State of Delaware. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

PURPOSE

Subject to Section (b)(v) of Article IV herein, the purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

(a) Authorized Capital Stock; Designation and Amount.

The total number of shares of stock that the Corporation shall have authority to issue is [             ] shares, consisting of:

(i) (A) [             ] shares of Common Stock, par value $0.01 per share (“Common Stock”); and (B) [             ] shares of Preferred Stock, par value $.01 per share (“Preferred Stock”), issuable in one or more series as hereinafter provided.

(1) [             ]shares of Preferred Stock shall be designated “15% Series A Preferred Stock,” par value $.01 per share (“Series A Preferred Stock”);

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(2) [             ] shares of Preferred Stock shall be designated “17.5% Series B Preferred Stock,” par value $.01 per share (“Series B Preferred Stock”);

(3) [             ] shares of Preferred Stock shall be designated “17.5% Series C Preferred Stock,” par value $.01 per share (“Series C Preferred Stock”); and

(4) [             ] shares of Preferred Stock shall be designated “17.5% Series D Preferred Stock,” par value $.01 per share (“Series D Preferred Stock”).

(ii) Subject to the protective provisions set forth in Section (b)(v), Section (c)(vi), Section (d)(vi) and Section (e)(vi), the number of authorized shares of Common Stock or Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of the Common Stock together with any other class of Capital Stock of the Corporation entitled to vote thereon in accordance with its terms irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted.

(iii) The remaining shares shall have such designations, preferences and relative, participating, optional or other special rights of the shares of each such series and the qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors of the Corporation.

(b) Powers Preferences, Rights and Restrictions of Series A Preferred Stock.

The powers, preferences, rights and restrictions granted to and imposed on the Series A Preferred Stock are as set forth below in this Section (b) of Article IV.

(i) Rank.

The Series A Preferred Stock shall, with respect to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation, rank (i) senior to the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and to all classes of Common Stock of the Corporation and each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation currently existing or hereafter created the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series A Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation or which have not been approved by the holders of the Series A Preferred Stock in accordance with Section (b)(v)(I) of Article IV hereof; (ii) on parity with any class of Capital Stock of the Corporation or series of Preferred Stock hereafter created that has been approved by the holders of the Series A Preferred Stock in accordance with Section (b)(v)(I) of Article IV hereof and the terms of which expressly provide that such class or series will rank on a parity with the Series A Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; (iii) junior to each other class of Capital Stock of the Corporation or series of Preferred Stock hereafter created that has been approved by the holders of the Series A Preferred Stock in accordance with Section (b)(v)(I) of Article IV hereof and the terms of which expressly provide that such class or series will rank senior to the Series A Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation.

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(ii) Dividends and Distributions.

(A) Except as otherwise provided herein, dividends on each share of Series A Preferred Stock shall accrue on a daily basis at the rate of 15% per annum, of the sum of (x) $1,000.00 per share plus (y) all accumulated and unpaid dividends thereon from and including the date of issuance of such share of the Series A Preferred Stock (or, in the case of accumulated and unpaid dividends, from and including the Dividend Reference Date (as defined below) on which they were accumulated) (such sum, the “Series A Liquidation Value”) to and including the first to occur of (x) the date on which the Series A Liquidation Value of such share of the Series A Preferred Stock is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such share of the Series A Preferred Stock by the Corporation, or (y) the date on which such share of the Series A Preferred Stock is acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available therefor. Dividends on the Series A Preferred Stock shall be payable only if and when declared by the Board of Directors or a duly authorized committee thereof, out of the funds of the Corporation legally available therefor. The date on which the Corporation initially issues any share of the Series A Preferred Stock shall be deemed to be its “date of issuance” regardless of the number of times transfer of such share of the Series A Preferred Stock is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share of the Series A Preferred Stock.

(B) To the extent not paid in cash on [            ] and [            ] of each year, beginning [            ], 2013 (the “Dividend Reference Dates”), all dividends which have accrued on each share of the Series A Preferred Stock outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated (and compounding dividends shall accrue thereon pursuant to Section (b)(ii)(A)) and shall remain accumulated dividends with respect to such share of the Series A Preferred Stock until paid to the holder thereof in cash. Notwithstanding the foregoing, to the extent permitted pursuant to the terms of the First Lien Credit Agreement and the Second Lien Credit Agreement (or any amendment, modification, supplement, replacement or refinancing thereof), dividends on the Series A Preferred Stock shall, if declared, be paid in cash.

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(C) So long as any Series A Preferred Stock remains outstanding, the Corporation shall not redeem, purchase or otherwise acquire directly or indirectly shares of any other series of Capital Stock of the Corporation, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any other series of Capital Stock of the Corporation, except as permitted pursuant to Section (b)(v) below.

(D) Any dividends paid on the Series A Preferred Stock shall be paid ratably among the holders of the Series A Preferred Stock outstanding as of the applicable record date.

(iii) Liquidation.

(A) In the event of any liquidation, dissolution or winding up of the Corporation, each holder of Series A Preferred Stock then outstanding shall be entitled to receive, from the assets legally available therefore prior and in preference of any other class or series of Capital Stock of the Corporation, an amount per share equal to the Series A Liquidation Value. If, upon such Liquidation Event, the assets and funds distributed are insufficient to permit the payment to each holder of Series A Preferred Stock of the full aforesaid preferential amount, the entire assets and funds legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full amounts to which they would otherwise be entitled. Upon payment of the full preferential amounts in respect of a share of Series A Preferred Stock, such share of Series A Preferred Stock shall be immediately surrendered and canceled without any further action on the part of the Corporation or the holder thereof.

(B) Upon the completion of the distribution required by Section (b)(iii)(A) above and Section (c)(iii)(A), Section (d)(iii)(A) and Section (e)(iii)(A) below, the Corporation’s remaining assets or funds available for distribution to stockholders shall be distributed ratably to the holders of the Common Stock, pro rata based on the number of shares held by each such holder in accordance with the terms of this Second Amended and Restated Certificate of Incorporation.

(iv) Voting Rights. Except as otherwise provided in Section (b)(v) herein or as required by law, the holders of Series A Preferred Stock shall have no voting rights and their consent shall not be required for the taking of any corporate action. In determining whether the required holders of shares of Series A Preferred Stock have voted for or consented to any action described in Section (b)(v), shares of Series A Preferred Stock held by Triton Media Group, LLC, The Gores Group, LLC and their respective Affiliates shall not be considered outstanding. Any action required or permitted to be taken by holders of shares of Series A Preferred Stock may be taken without a meeting if the holders thereof having the voting power to approve such action consent thereto in writing. Such consent shall be treated as a vote of the Series A Preferred Stock.

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(v) Protective Provisions. So long as any shares of the Series A Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of no less than 66 2/3% of the outstanding shares of the Series A Preferred Stock, voting or consenting separately as a class, take the following actions:

(A) approve a proposed annual operating and capital budget of the Corporation and its Subsidiaries or any amendments thereto, or the material deviation during any fiscal year from the business strategy, operating expense levels, or headcount levels expressed in the then current annual operating and capital budget for that fiscal year, in each case to the extent such deviation is within the control of the Corporation or its Subsidiaries and also to the extent that such deviation is not directly caused by an increase in revenues or sales unit volumes; provided that (x) the approval of the holders of the Series A Preferred Stock shall not be unreasonably withheld, and (y) in the event that a budget is not approved prior to the commencement of a fiscal year, the budget for the previous year plus an increase of 5% per annum shall be deemed to be the operative budget until a budget is approved by the holders of the Series Preferred Stock pursuant to the terms hereof; provided that, notwithstanding the preamble to this Section (b)(v), approval of holders of no less than 66 2/3% of the outstanding shares of Series A Preferred Stock for purposes of this clause (A) shall be determined solely with reference to holders of Series A Preferred Stock that have elected to receive the budget pursuant to Section 4.5 of the Stockholders Agreement and, if no holders of Series A Preferred Stock shall have elected to receive such information, no approval shall be required under this clause (A);

(B) the approval or making of any capital expenditures not specifically included in the annual operating and capital budget and with a value in excess of $2,500,000 individually or $5,000,000 in the aggregate in any fiscal year;

(C) other than as contemplated in the annual operating and capital budget, the entry into, or amendment of, any contract (or group of related contracts) with obligations in excess of $7,500,000 per annum (excluding purchase orders and contracts related to the purchase of materials and services for cost of goods sold other than purchases of radio station inventory);

(D) transactions, including any loans or other financial accommodations, between the Corporation or any of its Subsidiaries, on the one part, and, on the other part, (A) any holder of greater than 5% of the outstanding Common Stock of the Corporation or Affiliate of any such stockholder (other than (x) pursuant to the Second Lien Credit Agreement, (y) transactions among any of the Corporation and its Subsidiaries and (z) transactions on arms-length terms between the Corporation or any of its Subsidiaries, on the one part, and any of Townsquare, Triton Digital, Liberman Broadcasting, The Tribune Company or Grenax Broadcasting, on the other part in an aggregate amount not exceeding $2,000,000 annually, but which clauses (x), (y) and (z) shall not, for the avoidance of doubt, include the issuance by the Corporation or any of its Subsidiaries of any debt securities to, or other incurrence by the Corporation or any of its Subsidiaries of Indebtedness owing to, any holder of greater than 5% of the outstanding Common Stock of the Corporation or Affiliate of any such stockholder); or (B) any director or officer of the Corporation or any of its Subsidiaries or any of their Affiliates (other than ordinary course employment arrangements);

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(E) any sale or disposal (including by merger, consolidation, sale of all or substantially all assets or Equity Interests or otherwise) of all or substantially all of the Corporation or any of its material Subsidiaries (other than pursuant to a drag-along sale effected pursuant to the terms of the Stockholders Agreement); provided, that the approval of the holders of the Series Preferred Stock shall not be required in the event that each holder of Series Preferred Stock will receive in connection with such transaction an amount in cash equal to the Series A Liquidation Value with respect to each share of Series A Preferred Stock held by such holder;

(F) the sale, transfer, lease, license or other disposition of assets or properties with an aggregate value in excess of $15,000,000 individually or $27,500,000 in the aggregate in any twelve month period (other than pursuant to a drag-along sale effected pursuant to the terms of the Stockholders Agreement);

(G) the engagement by the Corporation or any of its Subsidiaries in any business other than the Business;

(H) any incurrence of indebtedness by the Corporation or any of its Subsidiaries, any guarantee of indebtedness made by the Corporation or any of its Subsidiaries, or any grant of any security interest in any of the assets of the Corporation or any of its Subsidiaries securing indebtedness (collectively, “Indebtedness”), other than (x) Indebtedness in an aggregate principal amount such that the Consolidated Leverage Ratio after giving effect to the proposed incurrence of such Indebtedness shall not exceed [            ]¹, (y) Indebtedness in an aggregate principal amount outstanding at any time not to exceed $7,500,000 incurred to finance ordinary business expenditures consistent with the annual operating and capital budget and other liquidity needs, and (z) Indebtedness incurred pursuant to the terms and conditions of the First Lien Credit Agreement and Second Lien Credit Agreement as in effect as of the date of the original issuance of the Series A Preferred Stock;

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(I) any authorization or issuance of Capital Stock of the Corporation or any of its Subsidiaries which by their terms do not expressly provide that they are junior in preference or priority to the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation or any of its Subsidiaries, or any options to subscribe for or securities convertible into or exchangeable for such Capital Stock, but excluding any grants of equity to management pursuant to an equity incentive plan duly approved by the Board of Directors of the Corporation;

(J) the authorization or consummation of an initial public offering or any public offering of Capital Stock of the Corporation or any of its Subsidiaries;

(K) any distribution on, or redemption or buyback of, any Capital Stock of the Corporation or any of its Subsidiaries, or any options to subscribe for or securities convertible into or exchangeable for such Capital Stock, other than (i) in connection with a buyback or redemption of Equity Interests of the Corporation or any of its Subsidiaries held by former employees or that is required by an equity incentive plan, (ii) a purchase of Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock for minimal consideration pursuant to that certain Call Agreement dated as of [             ], 2013 by and among the Corporation and the holders of such classes of Preferred Stock, and (iii) pursuant to a reverse stock split, tender offer or similar transaction with respect to shares of Common Stock of the Corporation so long as the payments made by the Corporation in connection therewith do not exceed $[             ];

(L) any liquidation, dissolution, recapitalization, reclassification, bankruptcy filing or similar action with respect to the authorized or issued Capital Stock of the Corporation or any of its Subsidiaries (or any options to subscribe for or securities convertible into or exchangeable for such Capital Stock);

(M) the hiring, termination or change in the terms of employment of the Corporation’s Chief Executive Officer or Chief Financial Officer;

(N) any acquisition by the Corporation or any of its Subsidiaries of any interest in any Person or the acquisition of a portion of the assets or business of any Person or any division or line of business thereof, in each case for consideration in excess of $27,500,000 individually or $55,000,000 in the aggregate;

(O) the establishment or entrance into any joint ventures or similar off balance sheet arrangements in which the Corporation and/or its wholly-owned Subsidiaries invests (or commits to invest), or becomes liable for, an aggregate amount in excess of $15,000,000;

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(P) the settlement of any claim or litigation (i) with a value in excess of $2,500,000, (ii) that materially restricts the Corporation’s ability to conduct its business, or (iii) that would result in the waiver or forfeiture of any rights of the Corporation that has, or could be reasonably expected to have, a material adverse impact on the business or financial condition of the Corporation;

(Q) the entry into any material third-party management agreement, other than an employment agreement with an employee of the Corporation or any of its Subsidiaries, pursuant to which a Person agrees to manage any material portion of the business and operations of the Corporation (i) and receives compensation in excess of $5,000,000 annually, or (ii) where such Person is CBS Broadcasting, Inc.;

(R) amend, restate, supplement, modify, substitute, renew or replace the First Lien Credit Agreement or Second Lien Credit Agreement to increase the interest rate (including any default interest rate), interest rate margin or interest rate floors to an amount greater than 3.0% per annum above rates as are in effect on the date of the original issuance of the Series A Preferred Stock, excluding fluctuations in the underlying rate indices, the operation of any pricing grid and any interest rate hedging requirements, but including any fees, original issue discount, or other payments that would result in the all-in-yield increasing to an amount greater than 3.0% per annum above that in effect on the date of the original issuance of the Series A Preferred Stock;

(S) the amendment, in whole or in part, of any of the organizational or governance documents of the Corporation (other than ministerial amendments) which adversely affect any right or preference of the Series A Preferred Stock; provided that the issuance of additional shares of Capital Stock that does not otherwise require the approval of the holders of the Series A Preferred Stock pursuant to the terms hereof in and of itself shall not be deemed to adversely affect the rights and preferences of the Series A Preferred Stock; and

(T) the entrance into any definitive written agreement to effect any of the foregoing.

(vi) Redemption.

(A) Optional Redemption. Subject to the terms and conditions of this clause (vi), the Corporation, acting through the Board of Directors, may redeem all or any portion of the Series A Preferred Stock then outstanding (a “Series A Optional Redemption”) at any time following, but in no event prior to, such time that any and all amounts owed and owing by the Corporation under the Second Lien Credit Agreement have been repaid in full and any and all obligations thereunder have been discharged. On any Series A Optional Redemption, the Corporation shall pay a price per share of Series A Preferred Stock equal to the Series A Liquidation Value at the time of the redemption by payment in cash, out of funds legally available therefor. Any Series A Optional Redemptions made hereunder shall be made to each holder of Series A Preferred Stock pro rata based on the aggregate Series A Liquidation Value of the Series A Preferred Stock held by such holder.

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(B) Mandatory Redemption. Upon the earlier to occur of (i) the fifth anniversary of the Issuance Date; provided, that in the event of the first Permitted Refinancing (as defined in the Second Lien Credit Agreement), such date shall be automatically extended to a date which is not earlier than the earlier of (a) nine (9) months after the maturity date under such Permitted Refinancing or (b) July 21, 2021 and (ii) the consummation of a Liquidation Event (as applicable, the “Mandatory Redemption Date”), if any shares of the Series A Preferred Stock shall be outstanding, the Corporation shall redeem all outstanding shares of Series A Preferred Stock (the “Mandatory Redemption”) at a price, payable in cash out of funds legally available therefor, equal to the Series A Liquidation Value. Notice of any extension of the Mandatory Redemption Date pursuant to clause (i) shall be sent by or on behalf of the Corporation by first class mail, postage prepaid, to all holders of record of the Series A Preferred Stock.

(C) Notice of Redemption. Notice of any redemption shall be sent by or on behalf of the Corporation not less than ten (10) (or such shorter period as shall be acceptable to holders of a majority of the outstanding shares of Series A Preferred Stock) nor more than sixty (60) days prior to (X) the date specified for Series A Optional Redemption in such notice in the case of a Series A Optional Redemption, or (Y) the Mandatory Redemption Date in the case of a Mandatory Redemption (each, the “Series A Redemption Date”), by first class mail, postage prepaid, to all holders of record of the Series A Preferred Stock at their last addresses as they shall appear on the books of the Corporation; provided, however, that no failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock, except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law, such notice shall state: (i) that such redemption is being made pursuant to the redemption provisions hereof; (ii) the Series A Redemption Date; (iii) the redemption price; (iv) the number of shares of Series A Preferred Stock to be redeemed; (v) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (vi) that dividends on the shares to be redeemed will cease to accrue on the Series A Redemption Date. Upon the mailing of any such notice of redemption, the Corporation shall become obligated to redeem at the time of redemption specified thereon all shares called for redemption.

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(D) Effect of Redemption. If notice has been mailed in accordance with Section (b)(vi)(C) above and provided that on or before the Series A Redemption Date specified in the notice sent pursuant to Section (b)(vi)(C), all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series A Redemption Date, dividends on the shares of the Series A Preferred Stock, so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Series A Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.

(E) Stock Register. The Corporation shall cause its stock register to be modified appropriately to reflect any such Redemption and cancellation of Series A Preferred Stock.

(F) Payment of Redemption Price. If the funds of the Corporation legally available therefor on the Series A Redemption Date shall be insufficient to discharge any Redemption required pursuant to this Section (b)(vi), the maximum number of full shares of Series A Preferred Stock that can be redeemed with such funds shall be redeemed ratably among the holders of such stock in proportion to the aggregate redemption price to be paid to each holder and to the extent such obligation is not met in full, such obligation shall continue to be discharged as promptly as funds legally available therefor become available until the obligation is discharged in full, and in the case of a Mandatory Redemption until all outstanding shares of Series A Preferred Stock shall be redeemed.

(G) Cancellation. All of the shares of Series A Preferred Stock redeemed as provided herein shall be retired and cancelled and shall not be reissued and the number of authorized shares of Series A Preferred Stock shall automatically be reduced by such number of redeemed shares.

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(H) Drag-Along Right. All defined terms used in this Section 4(b)(vi)(H) and not otherwise defined in this Second Amended and Restated Certificate of Incorporation shall have the meanings ascribed to them in the Stockholders Agreement. If at any time following the fifth anniversary of the date of initial issuance of Series A Preferred Stock, (i) any Series A Preferred Stock remains outstanding and (ii) the Majority Preferred Holders propose (x) a merger, consolidation, transfer, or similar transaction resulting in a Person or Persons other than the holders of the majority of the outstanding Common Stock of the Corporation immediately prior to the consummation of such transaction owning a majority of the Voting Stock entitled to elect directors of the entity surviving such transaction or (y) the sale of all or substantially all of the assets of the Corporation to a Person (other than, in the case of either (x) or (y), one or more of the Series A Preferred Holders or their respective Affiliates, unless the purchase price to be paid by such holders and their Affiliates represents the highest and best offer received for the Equity Interests or assets, as applicable, of the Corporation following the marketing process conducted in good faith by the Investment Bank) (any such sale, transfer, transaction or disposition, a “Drag-Along Transaction”), each holder of Capital Stock of the Corporation shall (i) be required to vote, if such a vote is required by the Stockholders Agreement or otherwise, all of its Stockholder Shares in favor of such Drag-Along Transaction at any meeting called to vote on or approve such Drag-Along Transaction and/or to consent in writing to such Drag-Along Transaction, (ii) waive all dissenter’s rights, appraisal rights and similar rights in connection with such Drag-Along Transaction, (iii) transfer to one or more person(s) the number of such Stockholder’s Stockholder Shares on the same as specified in the Drag-Along Notice in connection with such Drag-Along Transaction, (iv) consent to and raise no objections against such transaction and (v) shall execute any purchase agreement, merger agreement, or other agreement and any ancillary agreement with respect thereto (only to the extent such agreements are consistent with this Second Amended and Restated Certificate of Incorporation).

In the event that the Majority Preferred Holders approve a Drag-Along Transaction pursuant to this Section 4(b)(vi)(H), each Stockholder shall raise no objections against such transaction, and each Stockholder shall take all actions reasonably necessary or desirable in connection with the consummation of such transaction, consistent herewith.

Each Stockholder grants an irrevocable proxy and power of attorney to [                    ] or any other Person as may be designated at any time and from time to time by written notice from the Majority Preferred Holders (the “Drag-Along Transaction Representative”) to take all necessary actions and execute and deliver all documents deemed necessary and appropriate by such Person to effectuate the consummation of any Drag-Along Transaction. The Drag-Along Transaction Representative may exercise the irrevocable proxy granted to it hereunder by any Stockholder at any time such Stockholder fails to comply with the provisions of this Section 4(b)(vi)(H). The proxies and powers granted by each such Stockholder pursuant to this Section 4(b)(vi)(H), are coupled with an interest and are given to secure the performance of such Stockholder’s obligations hereunder. Such proxies and powers shall be irrevocable until termination of this Section 4(b)(vi)(H), and shall survive the death, incompetency, disability, bankruptcy or dissolution of each Stockholder and the subsequent holders of its and his Stockholder Shares. No Stockholder shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Second Amended and Restated Certificate of Incorporation.

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The consummation of such proposed Drag-Along Transaction shall be subject to the sole discretion of the Drag-Along Seller, who shall have no liability or obligation whatsoever to any Required Stockholders participating therein for not consummating such proposed Transfer other than its obligations as set forth in this Section 4(b)(vi)(H).

(vii) No Conversion or Exchange Rights. The holders of the shares of the Series A Preferred Stock shall not have any right to convert such shares into or exchange such shares for any other class or series of stock or obligations of the Corporation.

(viii) Reacquired Shares. Shares of Series A Preferred Stock that have been issued and reacquired in any manner, including shares reacquired by purchase, redemption or otherwise, shall (upon compliance with any applicable provisions of the DGCL) have the status of authorized and unissued shares of the class of Preferred Stock undesignated as to series and may be redesignated and reissued as part of any series of Preferred Stock other than Series A Preferred Stock.

(c) Powers Preferences, Rights and Restrictions of Series B Preferred Stock

The powers, preferences, rights and restrictions granted to and imposed on the Series B Preferred Stock are as set forth below in this Section (c) of Article IV.

(i) Rank.

The Series B Preferred Stock shall, with respect to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation, rank (i) junior to the Series A Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock hereafter created that has been approved by the holders of a majority of the outstanding shares of Series B Preferred Stock pursuant to Section (c)(vi)(B) of Article IV below and the terms of which expressly provide that such class or series will rank senior to the Series B Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; (ii) senior to the Series C Preferred Stock, the Series D Preferred Stock and to all classes of Common Stock of the Corporation and each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation currently existing or hereafter created the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series B Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; ;provided that any such securities that were not approved by the holders of a majority of the outstanding shares of Series B Preferred Stock pursuant to Section (c)(vi)(B) of Article IV below shall be deemed to rank junior to the Series B Preferred Stock; and (iii) on parity with any class of Capital Stock of the Corporation or series of Preferred Stock hereafter created that has been approved by the holders of a majority of the outstanding shares of Series B Preferred Stock pursuant to Section (c)(vi)(B) of Article IV below and the terms of which expressly provide that such class or series will rank on a parity with the Series B Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; provided that any such securities that were not approved by the holders of a majority of the outstanding shares of Series B Preferred Stock pursuant to Section (c)(vi)(B) of Article IV below shall be deemed to rank junior and not on a parity with the Series B Preferred Stock.

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(ii) Dividends and Distributions.

(A) Except as otherwise provided herein, dividends on each share of Series B Preferred Stock shall initially accrue on a daily basis at the rate of 17.5% per annum and shall increase by 2.5% per annum, effective on [             ] and [             ] of each year following the date of issuance that the Series B Preferred Stock remains outstanding to an aggregate rate not to exceed 25.0% per annum, of the sum of (x) $1,000.00 per share plus (y) all accumulated and unpaid dividends thereon from and including the date of issuance of such share of the Series B Preferred Stock (or, in the case of accumulated and unpaid dividends, from and including the Dividend Reference Date on which they were accumulated) (such sum, the “Series B Liquidation Value”) to and including the first to occur of (x) the date on which the Series B Liquidation Value of such share of the Series B Preferred Stock is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such share of the Series B Preferred Stock by the Corporation, or (y) the date on which such share of the Series B Preferred Stock is acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available therefor. Dividends on the Series B Preferred Stock shall be payable only if and when declared by the Board of Directors or a duly authorized committee thereof, out of the funds of the Corporation legally available therefor. The date on which the Corporation initially issues any share of the Series B Preferred Stock shall be deemed to be its “date of issuance” regardless of the number of times transfer of such share of the Series B Preferred Stock is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share of the Series B Preferred Stock. All rights of the holders of Series B Preferred Stock to receive dividends in respect of the Series B Preferred Stock shall be junior to, and subject to the prior and superior rights of the holders of the Series A Preferred Stock to receive dividends and distributions thereon.

(B) So long as any Series A Preferred Stock is outstanding, dividends shall not be paid in cash and all dividends which have accrued on each share of the Series B Preferred Stock outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated (and dividends shall accrue thereon pursuant to Section (c)(ii)(A)) and shall remain accumulated dividends with respect to such share of the Series B Preferred Stock. Following such time as all shares of Series A Preferred Stock have been redeemed or otherwise retired, dividends on the Series B Preferred Stock may be paid in cash at the option of the Corporation; provided that, to the extent that dividends are not paid in cash on any Dividend Reference Date, dividends shall accrue as described herein.

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(C) Any dividends paid on the Series B Preferred Stock shall be paid ratably among the holders of the Series B Preferred Stock outstanding as of the applicable record date.

(iii) Liquidation.

In the event of any liquidation, dissolution or winding up of the Corporation and following the distributions in respect of the Series A Preferred Stock described in Section (b)(iii)(A) above, each holder of Series B Preferred Stock then outstanding shall be entitled to receive, from the assets legally available therefore prior and in preference of any other class or series of Capital Stock of the Corporation, an amount per share equal to the Series B Liquidation Value. If, upon such Liquidation Event, the assets and funds distributed are insufficient to permit the payment to each holder of Series B Preferred Stock of the full aforesaid preferential amount, the entire assets and funds legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the full amounts to which they would otherwise be entitled. Upon payment of the full preferential amounts in respect of a share of Series B Preferred Stock, such share of Series B Preferred Stock shall be immediately surrendered and canceled without any further action on the part of the Corporation or the holder thereof.

(iv) Redemption.

(A) Optional Redemption. Subject to the terms and conditions of this clause (iv), the Corporation, acting through the Board of Directors, may redeem all or any portion of the Series B Preferred Stock then outstanding (a “Series B Optional Redemption”) at any time following, but in no event prior to, such time that all Series A Preferred Stock have been redeemed by the Corporation or are otherwise no longer outstanding. On any Series B Optional Redemption, the Corporation shall pay a price per share of Series B Preferred Stock equal to the Series B Liquidation Value at the time of the redemption by payment in cash, out of funds legally available therefor. Any Optional Redemptions made hereunder shall be made to each holder of Series B Preferred Stock pro rata based on the aggregate Series B Liquidation Value of the Series B Preferred Stock held by such holder.

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(B) Notice of Redemption. Notice of any Series B Optional Redemption shall be sent by or on behalf of the Corporation not less than ten (10) (or such shorter period as shall be acceptable to holders of a majority of the outstanding shares of Series B Preferred Stock) nor more than sixty (60) days prior to the date specified for Series B Optional Redemption in such notice (the “Series B Redemption Date”), by first class mail, postage prepaid, to all holders of record of the Series B Preferred Stock at their last addresses as they shall appear on the books of the Corporation; provided, however, that no failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series B Preferred Stock, except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law, such notice shall state: (i) that such Series B Optional Redemption is being made pursuant to the redemption provisions hereof; (ii) the Series B Redemption Date; (iii) the redemption price; (iv) the number of shares of Series B Preferred Stock to be redeemed; (v) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (vi) that dividends on the shares to be redeemed will cease to accrue on the Series B Redemption Date. Upon the mailing of any such notice of Series B Optional Redemption, the Corporation shall become obligated to redeem at the time of redemption specified thereon all shares called for redemption.

(C) Effect of Redemption. If notice has been mailed in accordance with Section (c)(iv)(B) above and provided that on or before the Series B Redemption Date specified in the notice sent pursuant to Section (c)(iv)(B), all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series B Redemption Date, dividends on the shares of the Series B Preferred Stock, so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Series B Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.

(D) Stock Register. The Corporation shall cause its stock register to be modified appropriately to reflect any such Series B Optional Redemption and cancellation of Series B Preferred Stock.

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(E) Payment of Redemption Price. If the funds of the Corporation legally available therefor on the Series B Redemption Date shall be insufficient to discharge any Redemption required pursuant to this Section (c)(iv), the maximum number of full shares of Series B Preferred Stock that can be redeemed with such funds shall be redeemed ratably among the holders of such stock in proportion to the aggregate redemption price to be paid to each holder and to the extent such obligation is not met in full, such obligation shall continue to be discharged as promptly as funds legally available therefor become available until the obligation is discharged in full.

(F) Cancellation. All of the shares of Series B Preferred Stock redeemed as provided herein shall be retired and cancelled and shall not be reissued and the number of authorized shares of Series B Preferred Stock shall automatically be reduced by such number of redeemed shares.

(v) Voting Rights. Except as otherwise provided in Section (c)(vi) herein or as required by law, the holders of Series B Preferred Stock shall have no voting rights and their consent shall not be required for the taking of any corporate action. Any action required or permitted to be taken by holders of shares of Series B Preferred Stock may be taken without a meeting if the holders thereof having the voting power to approve such action consent thereto in writing. Such consent shall be treated as a vote of the Series B Preferred Stock.

(vi) Protective Provisions. So long as any shares of the Series B Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the outstanding shares of the Series B Preferred Stock, voting or consenting separately as a class, take the following actions:

(A) amend, alter or repeal any provision of this Second Amended and Restated Certificate of Incorporation so as to adversely affect the preferences, rights or powers of the Series B Preferred Stock; or

(B) create, authorize or issue any class of Capital Stock of the Corporation ranking senior to or on parity with the Series B Preferred Stock in respect of dividend distributions, distributions upon liquidation, winding-up or dissolution of the Corporation or redemption, or any security convertible into, or exchangeable or exercisable for any such class of Capital Stock of the Corporation, or increase the issued and authorized number of shares of any such class of Capital Stock of the Corporation.

(vii) No Conversion or Exchange Rights. The holders of the shares of the Series B Preferred Stock shall not have any right to convert such shares into or exchange such shares for any other class or series of stock or obligations of the Corporation.

(ix) Reacquired Shares. Shares of Series B Preferred Stock that have been issued and reacquired in any manner, including shares reacquired by purchase, redemption or otherwise, shall (upon compliance with any applicable provisions of the DGCL) have the status of authorized and unissued shares of the class of Preferred Stock undesignated as to series and may be redesignated and reissued as part of any series of Preferred Stock other than Series A Preferred Stock.

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(d) Powers Preferences, Rights and Restrictions of Series C Preferred Stock

The powers, preferences, rights and restrictions granted to and imposed on the Series C Preferred Stock are as set forth below in this Section (d) of Article IV.

(i) Rank.

The Series C Preferred Stock shall, with respect to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation, rank (i) junior to the Series A Preferred Stock, Series B Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock hereafter created that has been approved by the holders of a majority of the outstanding shares of Series C Preferred Stock pursuant to Section (d)(vi)(B) of Article IV below and the terms of which expressly provide that such class or series will rank senior to the Series C Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; (ii) senior to the Series D Preferred Stock and to all classes of Common Stock of the Corporation and each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation currently existing or hereafter created the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; provided that any such securities that were not approved by the holders of a majority of the outstanding shares of Series C Preferred Stock pursuant to Section (d)(vi)(B) of Article IV below shall be deemed to rank junior to the Series C Preferred Stock; and (iii) on parity with any class of Capital Stock of the Corporation or series of Preferred Stock hereafter created that has been approved by the holders of a majority of the outstanding shares of Series C Preferred Stock pursuant to Section (d)(vi)(B) of Article IV below and the terms of which expressly provide that such class or series will rank on a parity with the Series C Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; provided that any such securities that were not approved by the holders of a majority of the outstanding shares of Series C Preferred Stock pursuant to Section (d)(vi)(B) of Article IV below shall be deemed to rank junior and not on a parity with the Series C Preferred Stock.

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(ii) Dividends and Distributions.

(A) Except as otherwise provided herein, dividends on each share of Series C Preferred Stock shall initially accrue on a daily basis at the rate of 17.5% per annum and shall increase by 2.5% per annum, effective on [             ] and [             ] of each year following the date of issuance that the Series C Preferred Stock remains outstanding, to an aggregate rate not to exceed 25.0% per annum, of the sum of (x) $1,000.00 per share plus (y) all accumulated and unpaid dividends thereon from and including the date of issuance of such share of the Series C Preferred Stock (or, in the case of accumulated and unpaid dividends, from and including the Dividend Reference Date on which they were accumulated) (such sum, the “Series C Liquidation Value”) to and including the first to occur of (x) the date on which the Series C Liquidation Value of such share of the Series C Preferred Stock is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such share of the Series C Preferred Stock by the Corporation, or (y) the date on which such share of the Series C Preferred Stock is acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available therefor. Dividends on the Series C Preferred Stock shall be payable only if and when declared by the Board of Directors or a duly authorized committee thereof, out of the funds of the Corporation legally available therefor. The date on which the Corporation initially issues any share of the Series C Preferred Stock shall be deemed to be its “date of issuance” regardless of the number of times transfer of such share of the Series C Preferred Stock is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share of the Series C Preferred Stock. All rights of the holders of Series C Preferred Stock to receive dividends in respect of the Series C Preferred Stock shall be junior to, and subject to the prior and superior rights of the holders of the Series A Preferred Stock and the Series B Preferred Stock to receive dividends and distributions thereon.

(B) So long as any Series A Preferred Stock or Series B Preferred Stock is outstanding, dividends shall not be paid in cash and all dividends which have accrued on each share of the Series C Preferred Stock outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated (and dividends shall accrue thereon pursuant to Section (d)(ii)(A)) and shall remain accumulated dividends with respect to such share of the Series C Preferred Stock. Following such time as all shares of Series A Preferred Stock and Series B Preferred Stock have been redeemed or otherwise retired, dividends on the Series C Preferred Stock may be paid in cash at the option of the Corporation; provided that, to the extent that dividends are not paid in cash on any Dividend Reference Date, dividends shall accrue as described herein.

(C) Any dividends paid on the Series C Preferred Stock shall be paid ratably among the holders of the Series C Preferred Stock outstanding as of the applicable record date.

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(iii) Liquidation.

In the event of any liquidation, dissolution or winding up of the Corporation and following the distributions in respect of the Series A Preferred Stock described in Section (b)(iii)(A) and the Series B Preferred Stock described in Section (c)(iii)(A) above, each holder of Series C Preferred Stock then outstanding shall be entitled to receive, from the assets legally available therefore prior and in preference of any other class or series of Capital Stock of the Corporation, an amount per share equal to the Series C Liquidation Value. If, upon such Liquidation Event, the assets and funds distributed are insufficient to permit the payment to each holder of Series C Preferred Stock of the full aforesaid preferential amount, the entire assets and funds legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Stock in proportion to the full amounts to which they would otherwise be entitled. Upon payment of the full preferential amounts in respect of a share of Series C Preferred Stock, such share of Series C Preferred Stock shall be immediately surrendered and canceled without any further action on the part of the Corporation or the holder thereof.

(iv) Redemption.

(A) Optional Redemption. Subject to the terms and conditions of this clause (iv), the Corporation, acting through the Board of Directors, may redeem all or any portion of the Series C Preferred Stock then outstanding (a “Series C Optional Redemption”) at any time following, but in no event prior to, such time that all Series A Preferred Stock and Series B Preferred Stock have been redeemed by the Corporation or are otherwise no longer outstanding. On any Series C Optional Redemption, the Corporation shall pay a price per share of Series C Preferred Stock equal to the Series C Liquidation Value at the time of the redemption by payment in cash, out of funds legally available therefor. Any Optional Redemptions made hereunder shall be made to each holder of Series C Preferred Stock pro rata based on the aggregate Series C Liquidation Value of the Series C Preferred Stock held by such holder.

(B) Notice of Redemption. Notice of any Series C Optional Redemption shall be sent by or on behalf of the Corporation not less than ten (10) (or such shorter period as shall be acceptable to holders of a majority of the outstanding shares of Series C Preferred Stock) nor more than sixty (60) days prior to the date specified for Series C Optional Redemption in such notice (the “Series C Redemption Date”), by first class mail, postage prepaid, to all holders of record of the Series C Preferred Stock at their last addresses as they shall appear on the books of the Corporation; provided, however, that no failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series C Preferred Stock, except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law, such notice shall state: (i) that such Series C Optional Redemption is being made pursuant to the redemption provisions hereof; (ii) the Series C Redemption Date; (iii) the redemption price; (iv) the number of shares of Series C Preferred Stock to be redeemed; (v) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (vi) that dividends on the shares to be redeemed will cease to accrue on the Series C Redemption Date. Upon the mailing of any such notice of Series C Optional Redemption, the Corporation shall become obligated to redeem at the time of redemption specified thereon all shares called for redemption.

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(C) Effect of Redemption. If notice has been mailed in accordance with Section (d)(iv)(B) above and provided that on or before the Series C Redemption Date specified in the notice sent pursuant to Section (d)(iv)(B), all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series C Redemption Date, dividends on the shares of the Series C Preferred Stock, so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Series C Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.

(D) Stock Register. The Corporation shall cause its stock register to be modified appropriately to reflect any such Series C Optional Redemption and cancellation of Series C Preferred Stock.

(E) Payment of Redemption Price. If the funds of the Corporation legally available therefor on the Series C Redemption Date shall be insufficient to discharge any Redemption required pursuant to this Section (d)(iv), the maximum number of full shares of Series C Preferred Stock that can be redeemed with such funds shall be redeemed ratably among the holders of such stock in proportion to the aggregate redemption price to be paid to each holder and to the extent such obligation is not met in full, such obligation shall continue to be discharged as promptly as funds legally available therefor become available until the obligation is discharged in full.

(F) Cancellation. All of the shares of Series C Preferred Stock redeemed as provided herein shall be retired and cancelled and shall not be reissued and the number of authorized shares of Series C Preferred Stock shall automatically be reduced by such number of redeemed shares.

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(v) Voting Rights. Except as otherwise provided in Section (d)(vi) herein or as required by law, the holders of Series C Preferred Stock shall have no voting rights and their consent shall not be required for the taking of any corporate action. Any action required or permitted to be taken by holders of shares of Series C Preferred Stock may be taken without a meeting if the holders thereof having the voting power to approve such action consent thereto in writing. Such consent shall be treated as a vote of the Series C Preferred Stock.

(vi) Protective Provisions. So long as any shares of the Series C Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the outstanding shares of the Series C Preferred Stock, voting or consenting separately as a class, take the following actions:

(A) amend, alter or repeal any provision of this Second Amended and Restated Certificate of Incorporation so as to adversely affect the preferences, rights or powers of the Series C Preferred Stock; or

(B) create, authorize or issue any class of Capital Stock of the Corporation ranking senior to or on parity with the Series C Preferred Stock in respect of dividend distributions, distributions upon liquidation, winding-up or dissolution of the Corporation or redemption, or any security convertible into, or exchangeable or exercisable for any such class of Capital Stock of the Corporation, or increase the issued and authorized number of shares of any such class of Capital Stock of the Corporation.

(vii) No Conversion or Exchange Rights. The holders of the shares of the Series C Preferred Stock shall not have any right to convert such shares into or exchange such shares for any other class or series of stock or obligations of the Corporation.

(viii) Reacquired Shares. Shares of Series C Preferred Stock that have been issued and reacquired in any manner, including shares reacquired by purchase, redemption or otherwise, shall (upon compliance with any applicable provisions of the DGCL) have the status of authorized and unissued shares of the class of Preferred Stock undesignated as to series and may be redesignated and reissued as part of any series of Preferred Stock other than Series A Preferred Stock.

(e) Powers Preferences, Rights and Restrictions of Series D Preferred Stock

The powers, preferences, rights and restrictions granted to and imposed on the Series D Preferred Stock are as set forth below in this Section (e) of Article IV.

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(i) Rank.

The Series D Preferred Stock shall, with respect to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation, rank (i) junior to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock hereafter created that has been approved by the holders of a majority of the outstanding shares of Series D Preferred Stock pursuant to Section (e)(vi)(B) of Article IV below and the terms of which expressly provide that such class or series will rank senior to the Series D Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; (ii) senior to all classes of Common Stock of the Corporation and each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation currently existing or hereafter created the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series D Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; provided that any such securities that were not approved by the holders of a majority of the outstanding shares of Series D Preferred Stock pursuant to Section (e)(vi)(B) of Article IV below shall be deemed to rank junior to the Series D Preferred Stock; and (iii) on parity with any class of Capital Stock of the Corporation or series of Preferred Stock hereafter created that has been approved by the holders of a majority of the outstanding shares of Series D Preferred Stock pursuant to Section (e)(vi)(B) of Article IV below and the terms of which expressly provide that such class or series will rank on a parity with the Series D Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation; provided that any such securities that were not approved by the holders of a majority of the outstanding shares of Series D Preferred Stock pursuant to Section (e)(vi)(B) of Article IV below shall be deemed to rank junior and not on a parity with the Series D Preferred Stock.

(ii) Dividends and Distributions.

(A) Except as otherwise provided herein, dividends on each share of Series D Preferred Stock shall initially accrue on a daily basis at the rate of 17.5% per annum and shall increase by 2.5% per annum, effective on [             ] and [             ] of each year following the date of issuance that the Series D Preferred Stock remains outstanding, to an aggregate rate not to exceed 25.0% per annum, of the sum of (x) $1.00 per share plus (y) all accumulated and unpaid dividends thereon from and including the date of issuance of such share of the Series D Preferred Stock (or, in the case of accumulated and unpaid dividends, from and including the Dividend Reference Date on which they were accumulated) (such sum, the “Series D Liquidation Value”) to and including the first to occur of (x) the date on which the Series D Liquidation Value of such share of the Series D Preferred Stock is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such share of the Series D Preferred Stock by the Corporation, or (y) the date on which such share of the Series D Preferred Stock is acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available therefor. Dividends on the Series D Preferred Stock shall be payable only if and when declared by the Board of Directors or a duly authorized committee thereof, out of the funds of the Corporation legally available therefor. The date on which the Corporation initially issues any share of the Series D Preferred Stock shall be deemed to be its “date of issuance” regardless of the number of times transfer of such share of the Series D Preferred Stock is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share of the Series D Preferred Stock. All rights of the holders of Series D Preferred Stock to receive dividends in respect of the Series D Preferred Stock shall be junior to, and subject to the prior and superior rights of the holders of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock to receive dividends and distributions thereon.

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(B) So long as any Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock is outstanding, dividends shall not be paid in cash and all dividends which have accrued on each share of the Series D Preferred Stock outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated (and dividends shall accrue thereon pursuant to Section (e)(ii)(A)) and shall remain accumulated dividends with respect to such share of the Series D Preferred Stock. Following such time as all shares of Series A Preferred Stock, Series B and Series C Preferred Stock have been redeemed or otherwise retired, dividends on the Series D Preferred Stock may be paid in cash at the option of the Corporation; provided that, to the extent that dividends are not paid in cash on any Dividend Reference Date, dividends shall accrue as described herein.

(C) Any dividends paid on the Series D Preferred Stock shall be paid ratably among the holders of the Series D Preferred Stock outstanding as of the applicable record date.

(iii) Liquidation.

In the event of any liquidation, dissolution or winding up of the Corporation and following the distributions in respect of the Series A Preferred Stock described in Section (b)(iii)(A), the Series B Preferred Stock described in Section (c)(iii)(A) and the Series C Preferred Stock described in Section (d)(iii)(A) above, each holder of Series D Preferred Stock then outstanding shall be entitled to receive, from the assets legally available therefore prior and in preference of any other class or series of Capital Stock of the Corporation, an amount per share equal to the Series D Liquidation Value. If, upon such Liquidation Event, the assets and funds distributed are insufficient to permit the payment to each holder of Series D Preferred Stock of the full aforesaid preferential amount, the entire assets and funds legally available for distribution shall be distributed ratably among the holders of the Series D Preferred Stock in proportion to the full amounts to which they would otherwise be entitled. Upon payment of the full preferential amounts in respect of a share of Series D Preferred Stock, such share of Series D Preferred Stock shall be immediately surrendered and canceled without any further action on the part of the Corporation or the holder thereof.

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(iv) Redemption.

(A) Optional Redemption. Subject to the terms and conditions of this clause (iv), the Corporation, acting through the Board of Directors, may redeem all or any portion of the Series D Preferred Stock then outstanding (a “Series D Optional Redemption”) at any time following, but in no event prior to, such time that all Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have been redeemed by the Corporation or are otherwise no longer outstanding. On any Series D Optional Redemption, the Corporation shall pay a price per share of Series D Preferred Stock equal to the Series D Liquidation Value at the time of the redemption by payment in cash, out of funds legally available therefor. Any Optional Redemptions made hereunder shall be made to each holder of Series D Preferred Stock pro rata based on the aggregate Series D Liquidation Value of the Series D Preferred Stock held by such holder.

(B) Notice of Redemption. Notice of any Series D Optional Redemption shall be sent by or on behalf of the Corporation not less than ten (10) (or such shorter period as shall be acceptable to holders of a majority of the outstanding shares of Series D Preferred Stock) nor more than sixty (60) days prior to the date specified for Series D Optional Redemption in such notice (the “Series D Redemption Date”), by first class mail, postage prepaid, to all holders of record of the Series D Preferred Stock at their last addresses as they shall appear on the books of the Corporation; provided, however, that no failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series D Preferred Stock, except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law, such notice shall state: (i) that such Series D Optional Redemption is being made pursuant to the redemption provisions hereof; (ii) the Series D Redemption Date; (iii) the redemption price; (iv) the number of shares of Series D Preferred Stock to be redeemed; (v) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (vi) that dividends on the shares to be redeemed will cease to accrue on the Series D Redemption Date. Upon the mailing of any such notice of Series D Optional Redemption, the Corporation shall become obligated to redeem at the time of redemption specified thereon all shares called for redemption.

(C) Effect of Redemption. If notice has been mailed in accordance with Section (e)(iv)(B) above and provided that on or before the Series D Redemption Date specified in the notice sent pursuant to Section (e)(iv)(B), all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series D Redemption Date, dividends on the shares of the Series D Preferred Stock, so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Series D Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.

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(D) Stock Register. The Corporation shall cause its stock register to be modified appropriately to reflect any such Series D Optional Redemption and cancellation of Series D Preferred Stock.

(E) Payment of Redemption Price. If the funds of the Corporation legally available therefor on the Series D Redemption Date shall be insufficient to discharge any Redemption required pursuant to this Section (e)(iv), the maximum number of full shares of Series D Preferred Stock that can be redeemed with such funds shall be redeemed ratably among the holders of such stock in proportion to the aggregate redemption price to be paid to each holder and to the extent such obligation is not met in full, such obligation shall continue to be discharged as promptly as funds legally available therefor become available until the obligation is discharged in full.

(F) Cancellation. All of the shares of Series D Preferred Stock redeemed as provided herein shall be retired and cancelled and shall not be reissued and the number of authorized shares of Series D Preferred Stock shall automatically be reduced by such number of redeemed shares.