FRIENDFINDER NETWORKS INC. INTERACTIVE NETWORK, INC. (the "Issuers") WAIVER AGREEMENT REGARDING NON CASH PAY SECURED NOTES DUE 2014

NOW THEREFORE, in consideration of mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuers, the Noteholders, the Guarantors and the Trustee do hereby agree as follows:

 

1.           By their respective signatures below, on a one time basis only, the Noteholders hereby consent to the waiver of (i) each Waived Financial Covenant contained in Sections 4.3(a) and 4.3(e) during the Waiver Period, (ii) the Waived Financial Covenant contained in Section 4.3(b) from March 28, 2012 through August 14, 2012 and (iii) the Waived Reporting Covenant to the date hereof, and the Trustee hereby acknowledges such waivers.

 

2.           The waiver of the Waived Covenants contained herein shall in no way be construed to mean that the Noteholders will agree to (x) any further waivers with respect to the Non Cash Pay Indenture during the Waiver Period or otherwise, or (y) any extensions or waivers with respect to any other matters arising under the Non Cash Pay Indenture, and the Noteholders and the Trustee reserve all rights and remedies available to them under the Non Cash Pay Indenture and the other Note Documents except as specifically set forth herein.

3.           The recitals contained herein shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the validity or sufficiency of this Waiver Agreement.

 

4.           Each Obligor hereby ratifies, affirms and confirms all of the Note Documents and each and every Obligation, covenant and agreement of such Obligor thereunder in all respects, except as otherwise expressly modified or waived by this Waiver Agreement upon the terms set forth herein.  In addition, each Obligor hereby represents and warrants that, as of the date hereof, no counterclaim, right of set-off, claim or defense of any kind exists or is outstanding with respect to any of the Obligations or against any of the Holders.  Each Guarantor hereby agrees and acknowledges that such Guarantor's guarantee of all Obligations of the Issuer under all applicable Note Documents remains and continues in full force and effect and is hereby ratified and reaffirmed in all respects.