(a)

Section 1.1 of the Credit Agreement is amended as follows:

(i)

the definition of "Amended and Restated Security Agreement" is amended and restated as follows:

(ii)

the definition of "Applicable Margin" is amended and restated as follows:

(iii)

the definition of "Consolidated Total Debt" is amended by inserting in the first parenthetical phrase immediately after "including the Mezzanine Financing" "and the Indebtedness under the Second Lien Loan Agreement".

(iv)

the definition of "Group Member" is amended and restated as follows:

(v)

the definition of "Subsidiary Guarantor"  is amended and restated as follows:

(vi)

the following new definitions are inserted in the appropriate alphabetical order:

(b)

A new Section 2.7(c) is inserted immediately following Section 2.7(b) as follows:

(c)

Section 2.9 of the Credit Agreement is amended by:

(i)

amending and restating clause (b) as follows:

(ii)

inserting the following new clauses (g) and (h) immediately following clause (f):

(d)

Section 5.1 is amended and restated as follows:

(e)

Section 6.1(l) of the Credit Agreement is amended by amending and restating clause (i) as follows:

(f)

Section 6.23 of the Credit Agreement is amended and restated as follows:

(g)

Section 7.1 of the Credit Agreement is amended by amending and restating clauses (g) and (h) as follows:

(h)

Section 7.2 of the Credit Agreement is amended by (i) deleting "and" after the semicolon in clause (d), deleting the period at the end of clause (e) and inserting "; and" in lieu thereof and (iii) inserting a new clause (f) immediately following clause (e) as follows:

(i)

Clause (c) of Section 7.5 of the Credit Agreement is hereby amended and restated as follows:

(j)

The last sentence of Section 7.11 of the Credit Agreement is amended and restated as follows:

(a)

The Borrower represents and warrants that (i) this Amendment and Consent has been duly authorized, executed and delivered by it and this Amendment and Consent and the Credit Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their terms, (ii) after giving effect to this Amendment and Consent, no Default or Event of Default will exist; and (iii) the representations and warranties contained in this Amendment and Consent and in the Loan Documents, other than those expressly made as of a specific date, are true and correct in all material respects as if made on the date hereof.

(b)

As of the date hereof, the aggregate outstanding principal amount of the Obligations is $16,183,230.  The obligation of the Borrower to repay the Loans and satisfy the Obligations, together with all interest and fees accrued thereon, is absolute and unconditional, and there exists no right of set off or recoupment, counterclaim or defense of any nature whatsoever to payment of the Obligations.

(c)

Promptly after the Effective Date, the Borrower shall immediately commence the process of marketing and selling the Stock of the OTT Entities (as defined in Section 2(a)(iv) hereof) (the "Sale Transaction") pursuant to the following timeline:

(ii)

On or before July 31, 2016, the Borrower shall engage the selected financial advisor on terms and conditions reasonably acceptable to the Administrative Agent and the Required Lenders.

(iii)

On or prior to  September 15, 2016, the Borrower shall deliver to the Administrative Agent and the Lenders (i) a form confidentiality agreement for distribution to potential buyers (the "NDA"), and (ii) a draft marketing document for distribution to potential buyers which provides a brief overview of the OTT Entities and their businesses, the planned process and timeline for the sale process, and the contact information for representatives of the financial advisor (the "Teaser"); in each case in form and substance

(iv)

On or before September 30, 2016, the Borrower or its financial advisor shall have distributed the NDA and Teaser to potential buyers and opened and populated a virtual data room (the "VDR") with documents and other information typically provided by sellers to prospective purchasers of similar assets for purposes of their due diligence.  Potential buyers that have executed NDAs, the Borrower, the Administrative Agent, the Lenders and the professionals of each of the foregoing parties shall have access to the VDR.

(v)

On or before October 15, 2016, the Borrower's financial advisor shall have solicited from potential buyers non-binding indications of interest for the Sale Transaction, including estimated purchase price, and any requisite financing plans and contingencies (the "Indications of Interest"), and shall promptly deliver to the Administrative Agent any such Indications of Interest submitted by a potential purchaser (an "Interested Party").

(vi)

On or before November 1, 2016, the Borrower shall have solicited final bid letters and proposed purchase agreements and any requisite financing commitment materials (collectively, the "Second Round Bid Package") from those Interested Parties that the Borrower's financial advisor judges to be most promising to serve as a purchaser, and the Borrower shall promptly deliver copies to the Administrative Agent of any such Second Round Bid Packages received.

(vii)

The Borrower and the applicable Group Members shall use commercially reasonable efforts to (x) enter into a binding agreement with respect to a Sales Transaction, on terms and conditions in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, on or before December 1, 2016 and (y) subject to applicable law, consummate such Sales Transaction as soon as practicable after entering into such bringing agreement.

(d)

The Borrower and the other Group Members shall use commercially reasonable efforts to cause the full outstanding amount of the Obligations to be refinanced or otherwise repaid in full on or before September 30, 2016.

(e)

On or before November 15, 2016, the Borrower shall take all such actions as are necessary to cause a reduction of the operating costs and expenses of the Group Members of at least $1,500,000 on an annualized basis (including any reductions realized as a result of a sale of all of the Stock of an OTT Entity on or before such date so long as the Borrower provides the Administrative Agent with written evidence of the amount of such reductions in form and substance reasonably acceptable to the Administrative Agent).

(f)

Except as otherwise required to be delivered on or before the Effective Date in accordance with Section 8, the Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent within 30 days after the Effective Date, Security Documents (or, if applicable, amendments or supplements to any existing Security Documents) executed by the Borrower and the other Group Members in favor of the Collateral Agent granting the Collateral Agent a first priority Lien on all personal property of the Group Members (other than the personal property described in clauses (w), (x) and (z) of the last paragraph of Section 2 of the Security Agreement), provided, that, without limitation of the foregoing, if at any time after the date hereof, the applicable Group Members obtain all requisite consents and approvals to (i) grant the Collateral Agent a first priority Lien on all personal property of Con TV, LLC, and (ii) provide a guaranty of the Obligations by Con TV, LLC, the applicable Group Members shall promptly deliver to the Administrative Agent (1) Security Documents (or, if applicable, amendments or supplements to any existing Security Documents) executed by the applicable Group Members in favor of the Collateral Agent granting the Collateral Agent a first priority Lien on all personal property of Con TV, LLC (other than the personal property described in clauses (w), (x) and (z) of the last paragraph of Section 2 of the Security Agreement), and (2) a guaranty, in form and substance acceptable to the Administrative Agent, or a joinder to the Guaranty executed by Con TV, LLC.

(a)

the Administrative Agent shall have received:

(i)

counterparts of this Amendment and Consent duly executed by the Borrower, each Guarantor (as defined in the Guaranty Agreement), the Administrative Agent and each of the Lenders;

(ii)

counterparts of the Second Amended and Restated Security Agreement, dated as of the date hereof, among the Borrower, certain subsidiaries of the Borrower and the Collateral Agent, in form and substance satisfactory to the Administrative Agent;

(iii)

counterparts of an intercreditor agreement (the "Intercreditor Agreement") in form and substance acceptable to the Administrative Agent and the Required Lenders, duly executed by the Administrative Agent and the

(iv)

a pledge agreement, in form and substance acceptable to the Administrative Agent, duly executed by each OTT Entity and each owner of the Stock of each OTT Entity (other than Con TV, LLC), together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create a first priority, perfected Lien on the Stock of each OTT Entity in each case to the extent required in the Security Documents or the Credit Agreement (provided that only the Stock of Con TV, LLC that is owned by a Loan Party is required to be pledged);

(v)

a joinder to the Guaranty executed by each OTT Entity (other than Con TV, LLC);

(vi)

a certificate of the Secretary or Assistant Secretary or other officer of each OTT Entity certifying (1) that attached thereto is a true and complete copy of the bylaws, certificate of formation, limited liability agreement or other equivalent organizational documents of such OTT Entity as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, Board of Managers or other governing authority of such OTT Entity authorizing the execution, delivery and performance of the Security Documents to which such OTT Entity is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that attached thereto is a true and complete copy of the certificate of formation or other organizational documents of such OTT Entity as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) above, and (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such OTT Party;

(vii)

such favorable opinions of counsel to the Group Members and the OTT Entities as the Administrative Agent may request, including, without limitation, in relation to the enforceability of the Security Documents to be delivered under Sections 8(iii) and (v) hereof and the perfection of the security interests granted thereunder;

(viii)

a perfection certificate executed by an officer of each Group Member and OTT Entity in form and substance acceptable to Administrative Agent;

(ix)

all appropriate evidence required by the Administrative Agent in its sole discretion necessary to determine that the Collateral Agent, for the benefit of the Lenders, has a first priority, perfected Lien on all Stock and personal property of the OTT Entities (other than Con TV, LLC), including, without limitation, (i) lien, tax and judgment searches conducted on the OTT Entities reflecting no Liens other than Permitted Liens, and (ii) lien releases

(b)

the Borrower shall have paid to the Administrative Agent, for the ratable benefit of the Lenders, a consent fee equal to 0.50% of the aggregate Commitments as of  the Effective Date, which fee shall be fully earned and nonrefundable when paid; and

(c)

 the Borrower shall have paid to the Administrative Agent an amount equal to all reasonable out-of-pocket expenses incurred by the Agents in connection with this Amendment and Consent, including the fees, charges and disbursements of counsel and consultants.