Rizzoli Corriere della Sera Mediagrp : RCS MediaGroup Press release

1. 1. Amount of the Loan

The total amount, up to a maximum amount of Euro 352 million (comprised of a term credit line for a maximum amount of up to Euro 252 million and a revolving credit line for a maximum amount of up to Euro 100 million); on a net basis after deduting the full repayment of credit line A referred to in the Existing Loan Agreement, for a total amount of Euro 71,601,122.45, which will take place contemporaneously upon the execution of the agreement amending the Existing Loan Agreement as a result of the sale of RCS Libri S.p.A.

1. 2. Final Maturity

With reference to both credit lines, 31 December 2019.

1. 3. Repayment

- term credit line:such credit line shall be repaid, over the course of 2017, through the following installments:

(i) Euro 10,000.000 on 31 March 2017;

(ii) Euro 10,000,000 on 30 June 2017; and

(iii) Euro 15,000,000 on 31 December 2017;

thereafter, in 4 half yearly installments, in accordance with the following amoritization plan:

(A) Euro 25,000,000 on 30 June 2018;

(B) Euro 25,000,000 on 31 December 2018; and

(C) Euro 25,000,000 on 30 June 2019;

(D) The balance on the Final Maturity.

- revolving credit line: each drawdown will be repaid at the end of the relevant preselected drawdown period and, in any case, by the Final Maturity.

1. 4. Interest Rate

Floating rate equal to the sum of:

(i) with regard to the term credit line: Euribor 3m from the date of execution until the Final Maturity + Spread (see following paragraph);

(ii) with regard to the revolving credit line: Euribor 1m, 3m or 6m for a term equal to that of the relevant Interest Period + Spread (see following paragraph),

provided, however, that if Euribor were lower than zero, it would be deemed equal to zero.

1. 5. Spread

- term credit line: initially equal to 422.5 bps p.a., it being agreed that the applicable spread will be amended as specified below.

- revolving credit line: initially equal to the spread applicable to the term credit line less 25 bps p.a. (i.e. 397.5 bps p.a.), it being agreed that the applicable spread will be amended as specified below.

In the event that the financial covenants are honored on the valuation date of 31 December 2016, the spread on the credit lines will be amended as illustrated in the following table:

The Net Financial Position/EBITDA ratio for purposes of the determination of the Spread will be calculated, on an annual basis, with reference to the data set forth in the certified consolidated financial statements of the RCS Group as of 31 December of each year.

1. 6. Guarantees

Upon the execution of the agreement amending the Existing Loan Agreement, the Loan, like the loan currently in place, will be secured by a pledge over the bank account (the 'Revenues Account') to which the proceeds deriving from any permitted deeds of disposal and other sums to be appllied toward mandatory repayment will be credited.

1. 7. Financial covenants

Starting on (and including) 31 December 2016 and for the entire term of the Loan, the following financial covenants will have to be honored on an annual basis (with the exception of the NFP which will also be verified on a half yearly basis):

(I) NFP (i.e. Net Financial Position):

(a) in 2016: Euro 430 million; or Euro 410 million (in the event of completed sale of non-core asset)

(b) in 2017: Euro 410 million; or Euro 385 million (in the event of completed sale of non-core asset),

(c) in 2018: Euro 340 million; or Euro 315 million (in the event of completed sale of non-core asset);

with reference to the NFP referred to in points (b) and (c) above, the Company states that one of the lending banks - whose decision-making process is in the process of being completed - has requested to provide for solely the lowest threshold.

The annual PFN referred to in points (a), (b) and (c) above shall be deemed increased by headroomof Euro 25 million on each immediately following half yearly valuation date.

(II) Leverage Ratio (i.e. Net Financial Position/ EBITDA):

(a) in 2016: headroom of 10% with respect to the objectives set forth in the Business Plan 2016 - 2018 of the RCS Group (as announced to the market, the 'Business Plan 2016-2018') (i.e.:4.40x);

(b) in 2017: headroomof 15% with respect to the objectives set forth in the Business Plan 2016 - 2018 (i.e.: 3.45x);

(c) in 2018: headroomof 15% with respect to the objectives set forth in the Business Plan 2016 - 2018 (i.e.: 2.30x).

(III) MINIMUM EQUITY: headroom of up to Euro 10 million on the value of Euro 105.2 million set forth in the consolidated financial statements as of 31.12.2015.

In the event that any Financial Covenant is exceeded, an equity cure will be permitted at the terms, conditions and limitations substantially in line with the Existing Loan Agreement.