UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1415, ~~2012~~2013

DIAL GLOBAL, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-14691	95-3980449
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

220 W. 42nd Street~~, 3rd Floor~~

New York, NY, 10036

(Address of principal executive offices)

Registrant's telephone number, including area code: (212) ~~968~~967-2888

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on ~~November~~December 1514, 2012, Dial Global, Inc. (the “Company”) entered into (i) a Second ~~Amendment and~~ Limited Waiver to Credit Agreement with the administrative agent and certain lenders (the “First Lien Lenders”) under its First Lien Credit Facility and (ii) a ~~Second~~Third Amendment and Limited Waiver to Second Lien Credit Agreement with the administrative agent and certain lenders (the “Second Lien Lenders”) under its Second Lien Term Loan Facility (collectively with the First Lien Credit Facility, the “Credit Facilities”), pursuant to which such lenders agreed, among other things, to ~~waive~~extend ~~through~~the ~~December~~waiver ~~14,~~period ~~2012~~with ~~(the~~respect ~~“Waiver~~to ~~Period”)~~ certain events of noncompliance under the Credit Facilities ~~occurring~~to asJanuary ~~of September 30~~15, ~~2012 and certain of the Company's other obligations under the Credit Facilities~~2013.

On ~~December~~January 1415, ~~2012~~2013, the ~~date on which the Waiver Period was scheduled to conclude, the~~ Company entered into a ~~Second~~Third Limited Waiver to Credit Agreement (the “First Lien Waiver”) with the administrative agent and certain of its lenders under its First Lien Credit Facility ~~(the “First Lien Waiver”)~~ and a ~~Third~~Fourth Amendment and Limited Waiver to Second Lien Credit Agreement (the “Second Lien Waiver” and together with the First Lien Waiver, the “Waivers”) with the administrative agent and certain of its lenders under its Second Lien Term Loan Facility pursuant to which the lenders party thereto agreed to amend certain provisions of the Credit Facilities and extend their respective waiver periods with respect to certain events of noncompliance under the Credit Facilities to February 28, 2013 or such earlier date on which the Waivers expire pursuant to their terms. In addition, pursuant to the Second Lien Waiver, and subject to the terms and conditions set forth therein, certain of the lenders party thereto agreed to provide the Company with supplemental borrowing capacity of up to $5 million under the Second Lien Term Loan Facility (the “Supplemental Facility”), which Supplemental Facility will mature on February 28, 2013 or such earlier date on which the obligations under the Supplemental Facility are automatically accelerated, including upon the occurrence of an event of default. Also on January 15, 2013, in connection with the Waivers, the Company entered into a Third Amendment to Intercreditor Agreement implementing the provisions of the Waivers and the Supplemental Facility.

~~Pursuant~~The toCompany ~~the~~is ~~terms~~engaged ofin ~~the~~continuing ~~Waivers,~~discussions ~~the~~with ~~lenders~~its ~~party~~First toLien ~~each~~Lenders ~~agreed to extend their respective Waiver Periods~~ and ~~temporarily~~Second ~~waive~~Lien ~~certain~~Lenders ~~existing~~regarding ~~and~~the ~~anticipated~~terms ~~instances~~ of ~~non-compliance~~a byrestructuring ~~the~~of ~~Company~~its ~~with~~obligations ~~the~~under its Credit Facilities,. Although ~~including~~ the ~~debt~~Company ~~leverage~~believes ~~and~~that ~~interest~~the ~~coverage~~parties ~~covenants~~have ~~set~~established ~~forth~~a inframework ~~the~~for ~~Credit~~a ~~Facilities,~~potential ~~which~~restructuring ~~instances~~ of ~~non-compliance~~the ~~would~~Company's ~~otherwise~~obligations ~~be expected to give rise to events of default~~ under ~~the~~its Credit Facilities., ~~The~~there ~~terms~~can ofbe ~~the~~no ~~Waivers~~assurance ~~provide~~ that the ~~extended~~Company ~~Waiver~~and ~~Period~~its ~~and~~lenders ~~the~~will ~~other~~be ~~temporary~~able ~~waivers~~to ~~provided~~reach ~~for~~agreement ~~therein~~regarding ~~will~~a ~~terminate~~restructuring on ~~January~~terms ~~15,~~acceptable ~~2013~~to orthe ~~such~~Company ~~earlier~~and ~~date~~its onlenders ~~which~~prior to the ~~Waivers~~termination ~~terminate~~of inthe ~~accordance~~Waivers, ~~with~~or ~~their~~at ~~terms~~all.

Also on December 14, 2012, in connection with the Waivers, the Company entered into a Second Amendment to Intercreditor Agreement which has the effect of extending through the date on which the Waivers terminate, the agreement of the lenders under the First Lien Credit Facility to not permit the Company's controlling stockholders or their affiliates to (i) acquire any debt in, or fund any new debt investment under, the Company's First Lien Credit Facility or (ii) acquire any debt in, or fund any new debt investment under, any other debt arrangement that is senior to the debt under the Company's Second Lien Term Loan Facility.

The foregoing description of the First Lien Waiver and the Second Lien Waiver is qualified in its entirety by reference to the full text of such Waivers, which Waivers are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit Number		Description
10.1		~~Second~~Third Limited Waiver to Credit Agreement, entered into as of ~~December~~January 1415, ~~2012~~2013, ~~with~~by and among Dial Global, Inc. and the lenders party thereto.
10.2		~~Third~~Fourth Amendment and Limited Waiver to Second Lien Credit Agreement, entered into as of ~~December~~January 1415, ~~2012~~2013, ~~with~~by and among Dial Global, Inc. and the lenders party thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~December~~January 1716, ~~2012~~2013 DIAL GLOBAL, INC.By:/S/ MELISSA GARZA Name: Melissa GarzaTitle: General Counsel

Filing Compare · DIAL GLOBAL, INC. /DE/