“Activation Notice” has the meaning set forth in Section 4.11(b).
“Adjusted Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%, (c) the sum of (i) the Adjusted Term SOFR Rate (after, solely in the case of the Term Loans, giving effect to any Adjusted Term SOFR Rate Floor) that would be payable on such
day for a Term SOFR Loan with a one-month Interest Period plus (ii) 1.00%, and (d) 2.50%. Any change in the Adjusted Base Rate due to a change in the Base Rate, the Adjusted Term SOFR Rate or the
Federal Funds Effective Rate shall be effective from and including the Closing Date of such change in the Base Rate, the Adjusted Term SOFR Rate or the Federal Funds Effective Rate, respectively.
“Adjusted Term SOFR Rate” means, for purposes of any calculation, the rate per annum equal to Term SOFR for such calculation provided, that, for the purposes of this
calculation, Term SOFR as of any determination date shall ever be less than the Floor, then for the purpose of calculating Adjusted Term SOFR Rate, Term SOFR shall be deemed to be a rate per annum equal to the Floor.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to any Person, each officer, director, general partner or joint-ventures of such Person and any other Person that directly or indirectly controls,
is controlled by, or is under common control with, such Person; provided, however, that no Secured Party shall be an Affiliate of any Borrower or of any Subsidiary of any Borrower solely by reason of the provisions of the
Loan Documents. For purposes of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the voting Stock of such Person (either directly or through the ownership of
Stock Equivalents) or (b) the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
“Agent Report” has the meaning set forth in Section 7.5(c).
“Agreement” has the meaning specified in the preamble to this Agreement.
“Allocable Amount” has the meaning set forth in Section 8.22(d).
“Anti-Corruption Laws” means any and all laws, ordinances and regulations in any jurisdiction where any Loan Party or any of their Subsidiaries is located or doing business from
time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010.
“Anti-Terrorism Laws” means any and all laws or regulations in effect from time to time in any jurisdiction where any Loan Party or any of their Subsidiaries is located or doing
business relating to anti-money laundering and terrorism, including, without limitation, Executive Order No. 13224 (effective September 24, 2001) and the Patriot Act.
“Applicable Margin” means (a) with respect to Term Loans using Adjusted Term SOFR Rate, 6.00%, and (b) with respect to Term Loans that using Adjusted Base Rate, 5.00%.
“Applicable Reference Period” means, at any date of determination, the then most recent period of four (4) consecutive Fiscal Quarters for which financial statement have been or
are required under Section 4.1 to have been delivered to the Term Agent.
“Approved Fund” means, with respect to any Term Lender, any Person (other than a natural Person) that (a) (i) is or will be engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the Ordinary Course of Business or (ii) temporarily warehouses loans for any Term Lender or any Person described in clause (i) above and (b) is advised or managed
by (i) such Term Lender, (ii) any Affiliate of such Term Lender or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Term Lender.
“ASR Number” means the Antenna Structure Registration number assigned by the FCC to certain antenna structures in connection with the operations of broadcast stations.
“Assignment” means an assignment agreement entered into by a Term Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 8.9
(with the consent of any party whose consent is required by Section 8.9), accepted by the Term Agent, substantially in the form of Exhibit B or any other form approved by the Term Agent.
“ATM Offering” has the meaning set forth in the First Amendment.
“ATM Shares” has the meaning set forth in the First Amendment.
“Attorney Costs” means and shall include any and all reasonable and documented attorneys’ fees that are incurred by the Term Agent or any other Secured Party incident to, arising
out of, or in any way in connection with the Term Agent’s or other Secured Party’s interests in, or defense of, any action, claim, proceeding or the Term Agent’s or other Secured Party’s enforcement of its rights and interests with
respect to any Collateral or otherwise under any Loan, or any Loan Document, which shall include all attorneys’ fees incurred by the Term Agent and other Secured Parties (including, without limitation, all expenses of litigation or
preparation therefor whether or not the Term Agent or applicable Secured Party is a party thereto) whether or not a suit or action is commenced, and all costs in collection of sums due during any work out or with respect to settlement
negotiations, or the cost to defend the Term Agent or other Secured Party or to enforce any of its rights, including, without limitation, during any Insolvency Proceeding.
“Audio Adjusted EBITDA” means, Consolidated EBITDA with respect to the Radio Segment plus, without duplication, (A) the amount of pro
forma run rate cost savings, operating expense reductions, other operating improvements, restructuring charges and cost-saving synergies projected by the Borrower in good faith to be realized during such period with respect to the Radio
Segment (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken or with respect to which substantial steps have been, will be or are expected to be taken in
connection with the Estrella Transactions or any acquisition, disposition, restructuring and cost-saving initiative or other similar initiative by the Borrower or any Loan Party, any operational changes (including operational changes
arising out of the modification of contractual arrangements (including renegotiation of lease agreements, utilities and logistics contracts and insurance policies, as well as purchases of leased real properties)) or headcount reductions,
net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (x) such cost savings, operating expense reductions, other
operating improvements and synergies are reasonably expected and factually supportable as determined in good faith by the Borrower; (y) such actions are to be taken and the results with respect thereto are to be achieved within (I) in the
case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, fifteen (15) months after the Closing Date and (II) in all other cases, within fifteen (15)
months after the consummation of the acquisition, disposition or operational change, which is expected to result in such cost savings, operating expense reductions, other operating improvements or synergies, as applicable, and in each
case of clause (I) and (II), for the avoidance of doubt, it being understood that any such “run rate” cost savings, operating expense reductions, operational improvements (excluding any increases in revenue), restructuring charges and
synergies shall be added to Consolidated EBITDA during the entirety of the period for which the Borrower expects to realize such cost savings, operating expense reductions, operational improvements (excluding increases in revenue) and
synergies and that, if "run rate" cost savings, operating expense reductions, operational improvements (excluding any increases in revenue) and synergies are included in any pro forma calculations based on such actions, then on and after
the date that is fifteen (15) months after the date of such consummation of the acquisition, disposition or operational change, such pro forma calculations shall no longer give effect to such cost savings to the extent that realization
did not actually occur during such fifteen (15) month period (z) amounts added back to this clause (A) shall not exceed $4,000,000 per Fiscal Year; minus (B) corporate expenses of all Loan Parties (calculated on a pro forma basis); provided further, that, no addbacks shall be included in the calculation of Audio Adjusted EBITDA to the extent included in
the calculation of Consolidated EBITDA.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such
Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or
component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the
avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 9.4.
“Average Delayed Draw Availability” means, with respect to any period, the sum of the aggregate amount of unused Delayed Draw Term Loan Commitments for each Business Day in such
period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 5 of Directive 2014/59/EU of the European Parliament and of the Council of the European
Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom
Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended.
“Bankruptcy Event” means the occurrence of any of the following:
(a) MediaCo or any other Loan Party becomes insolvent within the meaning of 11 U.S.C. §101(32) (or any equivalent or similar provision of other Debtor Relief Law applicable to the
Loan Parties);
(b) MediaCo or any other Loan Party generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay
its debts generally, or declares any general moratorium on its Indebtedness, or proposes a compromise or arrangement or deed of company between it and any class of its creditors;
(c) MediaCo or any other Loan Party commits an act of bankruptcy or makes an assignment of its property for the general benefit of its creditors or makes a proposal of such an
assignment (or files a notice of its intention to do so);
(d) MediaCo or any other Loan Party institutes a proceeding seeking to adjudicate it as insolvent, or seeking liquidation, dissolution, winding-up, reorganization, restructuring,
compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any applicable Debtor Relief Law or
at common law or in equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding;
(e) MediaCo or any other Loan Party applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator,
custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property;
(f) Any petition is filed, application made, or other proceeding instituted against or in respect of MediaCo or any other Loan Party:
(i) seeking to adjudicate it as insolvent;
(ii) seeking a receiving order against it;
(iii) seeking liquidation, dissolution, winding-up, reorganization, restructuring, compromise, arrangement, adjustment, protection, moratorium, relief, stay of
proceedings of creditors generally (or any class of creditors), deed of company arrangement or composition of it or its debts or any other relief under any law, now or hereafter in effect relating to bankruptcy, winding-up, insolvency,
reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity; or
(iv) seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager,
sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property,
and, in each case under this clause (f), such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) days after the
institution thereof; provided that if an order, decree or judgment is granted or entered (whether or not subject to appeal) against MediaCo or any other Loan Party thereunder in the interim, such grace period will cease to apply;
provided, further, that if MediaCo or any other Loan Party files an answer admitting the material allegations of a petition filed against it in any such proceeding prior to such date, the grace period will cease to apply.
(g) MediaCo, any other Loan Party or any FCC License Holder takes any action, corporate or otherwise, including, an affirmative vote by the Board or the board of directors (or
equivalent management or oversight body) of any other Loan Party, to commence any Insolvency Proceeding or to approve, effect, consent to or authorize any of the actions described in the clauses (a)-(f) above, or otherwise acts in
furtherance thereof;
(h) Any other event or circumstance occurs which, under applicable Debtor Relief Laws, has an effect equivalent to any of the events or circumstance referred to in the other
clauses of this definition.
“Base Rate” means the rate of interest per annum equal to the rate last quoted by The Wall Street Journal as the “U.S. prime rate” or, if
The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the
“bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Term Agent) or any similar release by the Board (as determined by the Term Agent). Each change in the Base Rate
shall be effective on the date such change is publicly announced as effective. The Base Rate is not necessarily intended to be the lowest rate of interest determined by the Term Agent in connection with extensions of credit.
“Base Rate Loan” means a Loan bearing interest at a fluctuating rate determined by reference to the Adjusted Base Rate.
“Benchmark” means, initially, the Term SOFR Reference Rate; provided, that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the
then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 9.4.
“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Term Agent for the
applicable Benchmark Replacement Date:
(a) the sum of (i) Daily Simple SOFR and (ii) the Benchmark Replacement Adjustment or
(b) the sum of: (i) the alternate benchmark rate that has been selected by the Term Agent and any Borrower giving due consideration to (A) any selection or recommendation of a
replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current
Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.
If the Benchmark Replacement as determined pursuant to clauses (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for
the purposes of this Agreement and the other Loan Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Term Agent and any Borrower giving due consideration
to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant
Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes including changes to the
definition of “Adjusted Base Rate,” the definition of “Adjusted Term SOFR Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest
Period,” or any similar analogous definition, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the
applicability of breakage provisions, and other technical, administrative or operational matters that the Term Agent decides (in consultation with the Borrower Representative) may be appropriate to reflect the adoption and implementation
of such Benchmark Replacement and to permit the administration thereof by the Term Agent in a manner substantially consistent with market practice (or, if the Term Agent decides (in consultation with the Borrower Representative) that
adoption of any portion of such market practice is not administratively feasible or if the Term Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as
the Term Agent decides is reasonably necessary in connection with the administration of this Agreement).
“Benchmark Replacement Date” means a date and time determined by the Term Agent, which date shall be no later than the earliest to occur of the following events with respect to the
then-current Benchmark:
(a) in the case of clauses (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication
of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or
(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the
calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be
determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clauses (a) or (b) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof)
announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation
thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the
administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such
Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth
above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has
replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.12(f) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for
all purposes hereunder and under any Loan Document in accordance with this Section 2.12(f).
“Beneficial Ownership Certification” means a certification regarding beneficial ownership of any Borrower as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) other than a Multiemployer Plan,
to which any Borrower incurs or otherwise has any obligation or liability, contingent or otherwise.
“Board” means MediaCo’s board of directors (or equivalent management or oversight body) as elected from time to time in accordance with the Organization Documents and bylaws of
MediaCo in effect from time to time.
“Borrower Materials” has the meaning specified in Section 8.10(e).
“Borrower Representative” means MediaCo in its capacity as set forth in Section 8.25.
“Borrowers” has the meaning specified in the preamble to this Agreement.
“Borrowing” means the borrowing of a Term Loan.
“Borrowing Base” means, as of any date of determination, the result of:
(a) 85% multiplied by the face amount of Eligible Accounts, plus
(b) 25% multiplied by the FCC License Appraised Value, plus
(c) 25% of the Specified Option Value, minus
(d) Reserves implemented by the Term Agent in its Permitted Discretion;
provided, (i) until the delivery of field examinations in respect of the Eligible Accounts of the Loan Parties, in each case, in
form and substance reasonably acceptable to the Term Agent, prepared by Persons reasonably acceptable to the Term Agent (the “Initial Field Examination”), clause (a) of the Borrowing Base shall be deemed to be
$12,304,000; provided, further, that if the Initial Field Examination is not delivered to the Term Agent on or prior to May 8, 2024 (or such later date as may be agreed by Term Agent in its sole discretion) then, from and after such
date, clause (a) of the Borrowing Base shall be deemed to be $0 and (ii) following delivery to Term Agent of the Initial Field Examination and upon not less than three (3) days’ notice, the Term Agent may (in its Permitted Discretion
and without limitation of the Term Agent’s rights pursuant to the definition of Reserves or any other provision of this Agreement) adjust standards of eligibility, advance rates and Reserve criteria for Eligible Accounts in light of
such Initial Field Examination; provided, further, that the Term Agent shall not be required to provide notice with respect to changes to Reserves based on mathematical calculations.
Provided, further, that, for the avoidance of doubt, the Borrowing Base shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Term Agent, as
adjusted to give effect to any Reserves implemented, increased, reduced or otherwise modified following such delivery in the Permitted Discretion of the Term Agent (without notice to the Borrower or any other Loan Party).
“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit I hereto (with such changes therein as may be required by the Term Agent to reflect the
components of and reserves against the Borrowing Base as provided for hereunder from time to time) in accordance with the terms hereof.
“Borrowing Base Ratio” means, as of the end of any fiscal month the ratio of (x) the Borrowing Base as at the end of such fiscal month (calculated pursuant to the Borrowing Base
Certificate delivered pursuant to Section 4.2(c)) to (y) the aggregate outstanding principal amount of Term Loans as at the end of such fiscal month.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided
that when used in connection with a Term SOFR Loan, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day.
“Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not
having the force of law, in each case, regarding capital adequacy of any Term Lender or of any corporation controlling a Term Lender.
“Capital Expenditures” means, with respect to the Borrowers and their Subsidiaries for any period, any expenditure in respect of the purchase or other acquisition of any fixed or
capital asset, net of any proceeds or credits received upon a sale or trade of existing assets.
“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property by such Person as lessee that has been or should be
accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.
“Capital Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale leaseback transaction of any Person or any synthetic
lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.
“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government
or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by
any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or
at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit,
insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Term Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the
District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any
United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth
in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that
the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed 360 days.
“Cash Payment Conditions” means, with respect to any cash payment under Section 5.10(e), the following conditions:
(a) no default or Event of Default has occurred and is continuing or would result from such payment;
(b) the Borrowers and their Subsidiaries are in compliance with the financial covenants set forth in Section 5.22, measured as of the last day of the Applicable Reference
Period at such time (but with Liquidity measured as of the date of, and immediately after giving effect to such payment) and determined on a pro forma basis; and
(c) the Borrowing Base Ratio on a pro forma basis is no less than 100%.
“Change in Control” means that, at any time, (a) one or more Standard General Controlled Funds fail to own and control, directly or indirectly, fifty-one percent (51%) or more of
the aggregate Voting Power represented by the issued and outstanding Stock of MediaCo, (b) a majority of the members of the Board do not constitute Continuing Directors, or (c) MediaCo fails to own and control, directly or indirectly,
100% of the Stock of each other Borrower and any other direct or indirect Subsidiary of MediaCo formed or acquired after the Closing Date free and clear of all Liens (other than the Liens in favor of the Term Agent pursuant to the Loan
Documents and other Liens permitted hereunder).
“Closing Date” means April 17, 2024.
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral” means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Borrower, upon which a Lien in favor of the Term Agent, on
behalf of itself, the Term Lenders and the other Secured Parties, is granted, purported to be granted or otherwise exists, in each case, to secure the Obligations, whether under this Agreement or under any Collateral Document.
“Collateral Assignment” means (i) that certain Collateral Assignment of Material Contracts in connection with the Option Agreement, (ii) that certain Collateral Assignment of
Material Contracts in connection with the TV Affiliation Agreement and (iii) that certain Collateral Assignment of Material Contracts in connection with the Radio Affiliation Agreement, each as delivered in accordance with Section 4.19
hereof.
“Collateral Documents” means, collectively, the Security Agreement, the Mortgages (if any), each Control Agreement, each Collateral Assignment, all other security agreements,
pledge agreements, patent security agreements, copyright security agreements, trademark security agreements, lease assignments, guaranties and other similar agreements, and all amendments, restatements, modifications or supplements
thereof or thereto, by or between any one or more of any Borrower and the Term Agent for the benefit of the Term Agent, the Term Lenders and other Secured Parties now or hereafter delivered to the Term Agent pursuant to or in connection
with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC or comparable law) against any such Person as debtor in favor of the Term Agent for the
benefit of the Term Agent, the Term Lenders and the other Secured Parties, as secured party, as any of the foregoing may be amended, restated and/or modified from time to time.
“Commitment” means, with respect to each Term Lender, its Initial Term Loan Commitment and/or its Delayed Draw Term Loan Commitment, as the context requires, in each case, as such
Dollar amounts are set forth beside such Term Lender’s name under the applicable heading on Schedule 1.1 to the Agreement, or in the Assignment pursuant to which such Lender became a Lender under the Agreement, as such amounts may
be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 8.9 of the Agreement.
“Communications Act” means the Communications Act of 1934, as amended, and any similar or successor Federal statute, and the rules and regulations of the FCC or any other similar
or successor agency thereunder.
“Communications Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered
into by a Governmental Authority (including the FCC) relating in any way to the use of radio frequency spectrum or the offering or provision of video, communications, telecommunications or information services (including the
Communications Act).
“Competitor” means (i) any competitor of any Loan Party that is an operating company directly and primarily engaged in the same or a substantially similar line of business as such
Loan Party and (ii) any customer and supplier of any Loan Party (other than any customer or supplier that is a bank, financial institution, other institutional lender or an affiliate thereof).
“Compliance Certificate” means a certificate of the Borrowers in substantially the form of Exhibit C.
“Consolidated” means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as
applicable) based upon the consolidation, in accordance with GAAP, of the financial position, cash flows, or operating results of such Person and its Subsidiaries.
“Consolidated EBITDA” means, with respect to any Person and its Subsidiaries on a Consolidated basis for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining Consolidated Net Income for such period, the sum of (i) Consolidated Interest Expense for such period, (ii) income tax expense for
such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash
charge in respect of an item that was included in Consolidated Net Income in a prior period), (vi) unusual or non-recurring charges, expenses or losses not to exceed twenty (20%) of Consolidated EBITDA in any fifteen (15) month period
(calculated prior to giving effect to such addbacks and adjustments), (viii) cash restructuring charges and business optimization charges, including charges related to the pre-opening, opening, closure
or consolidation of facilities, retention charges, transition, redundancy and contract termination charges, recruiting, retention, relocation, severance and signing bonuses and charges, systems establishment charges, conversion charges,
excess pension charges, curtailments or modifications to pension and post-retirement employee benefit plans, (ix) adjustments and add-backs specifically identified in the Sponsor Model and (x) to the extent paid or payable in
cash, expenses incurred in such period in connection with entering into (1) Permitted Indebtedness and any amendments thereto, (2) the Estrella Acquisition, (3) this Agreement and any amendments, waivers or modifications thereto, minus (b) without duplication and to the extent included in Consolidated Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v)
taken in a prior period, (ii) benefit for income taxes and (iii) any unusual or non-recurring gains and any non-cash items of income for such period, all calculated for MediaCo and its Subsidiaries on a consolidated basis in accordance
with GAAP.
“Consolidated Interest Expense” means, with respect to any Person and its Subsidiaries on a Consolidated basis for any period, (a) all interest, premium payments, debt discount,
fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b)
all interest paid or payable with respect to discontinued operations, (c) the portion of rent expense under Capital Leases that is treated as interest in accordance with GAAP, and (d) any losses on hedging obligations or other derivative
instruments entered into for the purpose of hedging interest rate risk.
“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of MediaCo and its Subsidiaries, determined on a Consolidated basis in accordance with GAAP;
provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the MediaCo or any of its Subsidiaries, (b) the income (or
deficit) of any Person (other than a Subsidiary) in which the MediaCo or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the MediaCo or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of
any contractual obligation (other than under any Loan Document) or Requirements of Law applicable to such Subsidiary.
“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any Indebtedness, lease, dividend
or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or
discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued
for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (c) with respect to any performance bonds, bonds, bank guaranties issued under bank facilities or otherwise or other similar
instruments, (d) under any Rate Contracts; (e) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (f) for the obligations of another Person through any
agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or
any balance sheet item or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guarantied or otherwise supported or, if not a fixed and determined amount, the
maximum amount so guarantied or supported.
“Continuing Director” means (a) any member of the Board who was a director of MediaCo on the Closing Date, and (b) any individual who becomes a member of the Board after the
Closing Date if such individual was approved, appointed or nominated for election to the Board by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the directors of
the Board in office at the Closing Date in an actual or threatened election contest relating to the election of the directors of MediaCo and whose initial assumption of office resulted from such contest or the settlement thereof.
“Contractual Obligations” means, as to any Person, any provision of any security (whether in the nature of Stock, Stock Equivalents or otherwise) issued by such Person or of any
agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound or to which any of
its Property is subject.
“Control Account” means each deposit account, securities account, or commodities account now or hereafter owned by the Borrowers, other than an Excluded Account.
“Control Agreement” means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and
substance reasonably satisfactory to the Term Agent, among the Term Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and any Borrower maintaining
such account, entitlement or contract, as applicable, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to the Term Agent.
“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any
Person, are treated as a single employer under Section 414 of the Code.
“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to copyrights and all mask work,
database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.
“Customary Permitted Encumbrances” means:
(a) Liens imposed by law for taxes, assessments or governmental charges or levies that are not yet due and payable or are being contested in compliance with Section 4.7(a);
(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the Ordinary Course of Business and securing
obligations that are not overdue by more than 60 days or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property
subject thereto and for which adequate reserves in accordance with GAAP are being maintained;
(c) pledges and deposits made in the Ordinary Course of Business (i) in compliance with workers’ compensation, unemployment insurance and other social security laws or
regulations and (ii) to secure bids, tenders, leases (other than Capital Leases), surety bonds and similar obligations;
(d) Liens (including rights of set off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits permitted by this Agreement and Liens
in favor of collecting banks arising in the Ordinary Course of Business and pursuant to the UCC;
(e) judgment liens in respect of judgments (other than for payment of Taxes, assessments or other governmental charges) that do not constitute an Event of Default under Section
6.1(h);
(f) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the
Ordinary Course of Business;
(g) easements, zoning, entitlement, land use, or environmental restrictions or regulations, rights-of-way, covenants, conditions, restrictions, minor defects and irregularities
in title and similar encumbrances on real property imposed by law or arising in the Ordinary Course of Business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere
with the Ordinary Course of Business of any Borrower or any Subsidiary;
(h) [reserved];
(i) any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in any permits), provided that none are currently
violated, and none grant to any Governmental Authority the right, whether or not then currently exercisable, to cause any forfeiture of all or any part of the Real Estate subject thereto; and
(j) liens on the unearned portion of insurance premiums, dividends and loss payments securing the financing of insurance premiums.
provided that the term “Customary Permitted Encumbrances” shall not include any Lien securing Indebtedness.
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Term Agent in accordance with the
conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Term Agent decides that any such convention is not
administratively feasible for the Term Agent, then the Term Agent may establish another convention in its reasonable discretion.
“DDTL Availability Period” means (x) with respect to Delayed Draw Term Loan Commitments in effect on the
Closing Date, the period commencing with the Closing Date and ending on the date that is the one (1) year anniversary of the Closing Date. and (y) with respect to Delayed Draw Term Loan Commitments in effect on and after the First Amendment Effective Date, the period commencing with the First Amendment Effective Date
and ending on the maturity date of the Emmis Subordinated Note.
“DDTL Facility” has the meaning specified therefor in Section 1.1(a)(ii).
“Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
arrangement, compromise, receivership, insolvency, reorganization, or similar debtor relief laws (including applicable provisions of any corporate laws) of the United States or any state thereof or other applicable jurisdictions from time
to time in effect.
“Default” means any event or circumstance that, with the passing of time or the giving of notice or both, would (if not cured or otherwise remedied during such time) become an
Event of Default.
“Delayed Draw Borrowing Date” means any date on which a Delayed Draw Term Loan is funded.
“Delayed Draw Term Lender” means a Term Lender that has a Delayed Draw Term Loan Commitment or that has an outstanding Delayed Draw Term Loan.
“Delayed Draw Term Loan” has the meaning specified therefor in Section 1.1(a)(ii) and shall be
deemed to include any First Amendment Delayed Draw Term Loan.
“Delayed Draw Term Loan Commitment” means, with respect to each Term Lender, its Delayed Draw Term Loan Commitment, and, with respect to all Term Lenders, their Delayed Draw Term
Loan Commitments, in each case, as such Dollar amounts are set forth beside such Term Lender’s name under the applicable heading on Schedule 1.1 to the Agreement or in the Assignment pursuant to which such Lender became a Lender under the
Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement. As of the First Amendment Effective Date, the aggregate Delayed Draw Term Loan Commitments equal $7,500,000.
“Disposition” (or similar words such as “Dispose”) means, with respect of any Person, the sale, transfer, lease, contribution, conveyance (including by way of merger) of, or
the granting of options, warrants or other rights to, any of such Person’s or its Subsidiaries’ assets (including accounts receivables and Stock of Subsidiaries), disposition of assets or property to any other Person, including, but not
limited to, any allocation of assets among newly divided limited liability companies in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), including but not
limited to, Section 18-217 of the Delaware Limited Liability Company Act.
“Disqualified Equity Interests” means any Stock Equivalents that, by their terms (or by the terms of any security into which they are convertible or for which they are
exchangeable) or upon the happening of any event, mature or are mandatorily redeemable for any consideration other than for Qualified Equity Interests, pursuant to a sinking fund obligation or otherwise, or are convertible or exchangeable
for Indebtedness or redeemable for any consideration other than other Qualified Equity Interests at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the earlier of (i) the Closing Date
and (ii) the first date on which none of the Indebtedness or other obligations, or commitments, remain outstanding under any Loan Document.
“Disqualified Lenders” means (i) those Persons who are Competitors and (ii) any known Affiliate of any Person referred to in clause (i) above that is either (x) readily
identifiable as such on the basis of such Affiliate’s name or (y) identified in writing by the Borrower on a list provided to the Term Agent from time to time, each such update to be subject to the written acceptance and acknowledgement
of the Term Agent (which acceptance and acknowledgement shall not be unreasonably withheld, conditioned or delayed); provided that (x) an Affiliate of a Competitor shall not include any such Affiliate that is primarily engaged in,
or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect
to which any such Person referred to in clause (i) above does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity and (y) if the Term Agent or any Term Lender
seeks the deletion from any such list of any such Person which, in the reasonable judgment of the Term Agent or such Term Lender, as applicable, no longer meets the descriptions contained in this definition, the Term Agent or such Term
Lender, as applicable, shall provide the Borrower with written request seeking Borrower’s prompt approval therefor, which approval shall not be unreasonably withheld or delayed. For the avoidance of doubt, designations of Disqualified
Lenders shall not apply retroactively to disqualify any Persons that have previously acquired an assignment in the Loans.
“Dollars”, “dollars” and “$” each mean lawful money of the United States of America.
“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including
the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.
“E-System” means any electronic system approved by the Term Agent, including Intralinks® and ClearPar® and any other Internet or extranet-based site, whether such electronic system
is owned, operated or hosted by the Term Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution
Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a
subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority, or any person entrusted with public administrative authority of any EEA Member Country (including any delegee)
having responsibility for the resolution of any EEA Financial Institution.
“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by
e-mail, or otherwise to or from an E-System.
“Eligible Accounts” means those Accounts created by a Loan Party in the ordinary course of its business, that arise out of its sale of goods or rendition of services in the United
States that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Account (i) has been earned by full performance and represents the bona fide amounts due to a
Borrower from an Account Debtor, and in each case originated in the ordinary course of business of such Borrower, and (ii) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a)
through (r) below. Without limiting the foregoing, to qualify as an Eligible Accounts, an Account shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face
amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price
adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer pursuant to the terms of any written agreement or understanding), and (ii) the aggregate amount of all cash
received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Eligible Account. Any Accounts meeting the foregoing criteria shall be deemed Eligible Accounts but only as long as such Account is not
included within any of the following categories, in which case such Account shall not constitute an Eligible Account:
(a) Accounts that are not evidenced by an invoice;
(b) Accounts that have been outstanding for more than ninety (90) days from the invoice date; or more than sixty (60) days past the due date or Accounts with
selling terms of more than ninety (90) days;
(c) Accounts due from any Account Debtor for which more than 50.0% of the Accounts owing from such Account Debtor and its Affiliates are ineligible under clause
(b) above.
(d) Accounts with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to
the Term Agent pursuant to the Collateral Documents and other Permitted Liens) or which are not subject to a first priority Lien in favor of the Term Agent;
(e) Accounts which are disputed or with respect to which a claim, counterclaim, offset, make good liability or chargeback has been asserted, but only to the
extent of such dispute, counterclaim, offset, make good liability or chargeback;
(f) Accounts (i) arising out of any sale made not in the ordinary course of business, (ii) made on a basis other than upon credit terms usual to the business
of the Borrowers, (iii) not payable in Dollars or (iv) with respect to which the services giving rise to such Account have not been performed and billed to the Account Debtor;
(g) Accounts which do not conform in all material respects to all representations, warranties or other provisions in the Loan Documents relating to Accounts;
(h) Accounts which are owed by any Affiliate of a Loan Party or Accounts owed by any employee of a Loan Party;
(i) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, to the knowledge of the Borrower is not solvent, has gone out of
business, or as to which a Loan Party has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor;
(j) Accounts of a Loan Party with respect to which the Account Debtor is (i) the United States or any department, agency, or instrumentality of the United
States (exclusive, however, of Accounts with respect to which such Loan Party has complied, to the reasonable satisfaction of Term Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States;
(k) Accounts (i) owing from any Person that is also a supplier to or creditor of a Loan Party or any of its Subsidiaries unless such Person has waived any
right of setoff in a manner reasonably acceptable to the Term Agent, (ii) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling a Loan Party or any of its Subsidiaries to
discounts on future purchase therefrom, (iii) representing a progress billing, (iv) with respect to which any Loan Party or Subsidiary thereof has received a loan or advance payment, to the extent of such loan or payment, or (v) to the
extent relating to payment of interest, fees or late charges;
(l) Accounts arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of return,
setoff or charge back;
(m) with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the
laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public
corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Term Agent (as to form, substance, and issuer or domestic confirming bank) that has been
delivered to Term Agent and is directly drawable by Term Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Term Agent;
(n) Accounts evidenced by a promissory note or other instrument which has not been assigned or endorsed and delivered to Term Agent, or Accounts that have been
reduced to judgment;
(o) Accounts consisting of amounts due from vendors as rebates or allowances;
(p) Accounts which are in excess of the credit limit for such Account Debtor established by the Loan Parties in the ordinary course of business and consistent
with past practices;
(q) Accounts which include extended payment terms (datings) beyond those generally furnished to other Account Debtors in the ordinary course of business or
that have been redated, extended, compromised, settled or otherwise modified or discounted without the consent of the Term Agent;
(r) Accounts, the collection of which, Term Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s financial
condition; or
(s) Accounts with respect to which the Account Debtor is a Sanctions Target; or
(t) Accounts which the Term Agent determines in its reasonable discretion to be unacceptable for inclusion in accordance with the most recently delivered field
examination.
“Emmis Radio Seller” means Emmis Communications Corporation, an Indiana corporation.
“Emmis Subordinated Note” means the Unsecured Convertible Promissory Note dated as of November 25, 2019, made by MediaCo to the Emmis Radio Seller, in the original principal amount
of $5,000,000.
“Environmental Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health and
safety (to the extent relating to Hazardous Materials), the environment and natural resources, and including environmental transfer of ownership, notification or approval statutes.
“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies,
including the reasonable cost of environmental consultants and the reasonable cost of attorney’s fees) that may be imposed on, incurred by or asserted against any Borrower or any Subsidiary of any Borrower, and for purposes of Section
8.6(b) that may be imposed on, incurred by or asserted against any Indemnitee, as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any Release and resulting from the ownership, lease, sublease or other operation of Real Estate by
any Borrower or any Subsidiary of any Borrower, whether on, prior or after the date hereof.
“Equipment” means all “equipment,” as such term is defined in the UCC, now owned or hereafter acquired by any Borrower, wherever located.
“Equity Issuance” means, any issuance by any Loan Party or any Subsidiary to any Person of its Stock or Stock Equivalents.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” means, collectively, any Borrower and any Person under common control or treated as a single employer with, any Borrower, within the meaning of Section 414(b),
(c), (m) or (o) of the Code.
“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the
applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan; (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer,
as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal within the meaning of Sections 4203 or 4205 of ERISA of any ERISA Affiliate from any Multiemployer Plan; (d) with respect to any Multiemployer Plan, the
filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA; (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan
amendment as termination) under Section 4041 of ERISA; (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to any Title IV Plan or
Multiemployer Plan when due; (h) the imposition of a Lien under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate; (i) a written
determination from the Internal Revenue Service or any other Governmental Authority regarding the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other
Requirements of Law to qualify thereunder; (j) a Title IV Plan is in “at risk” status within the meaning of Code Section 430(i); (k) a Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b)
of the Code; (l) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer
Plan; or (m) the imposition of any material liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.
“Erroneous Payment” has the meaning assigned to it in Section 8.26(a).
“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 8.26(d)(i).
“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 8.26(d)(i).
“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 8.26(d)(i).
“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 8.26(e).
“Estrella” means Estrella Media, Inc., a Delaware corporation.
“Estrella Acquisition” means the Acquisition by MediaCo of certain assets of Estrella and the other Estrella Entities pursuant to the Estrella Acquisition Agreement, which
Acquisition will be consummated on the Closing Date.
“Estrella Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of the Closing Date, by and among MediaCo, as Parent, MediaCo Operations LLC, as Purchaser,
Estrella, as the Company and SLF LBI Aggregator, LLC, as the Company Aggregator.
“Estrella Entities” means, collectively, Estrella and the other entities parties to the Estrella Acquisition Agreement.
“Estrella Transaction Document” has the meaning set forth in Section 2.1(b)(v).
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Event of Default” has the meaning set forth in Section 6.1. An Event of Default shall be deemed to be continuing unless and until such Event of Default has been waived in
accordance with Section 8.1.
“Event of Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property; or (b) any actual condemnation, seizure or taking,
by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.
“Excess Cash Flow” means, for any Fiscal Year of the Borrowers, the excess (if any) of (a) Consolidated EBITDA for such Fiscal Year over (b) the sum (for such Fiscal Year)
of (i) Consolidated Interest Expense actually paid or payable in cash by the Borrowers and their Subsidiaries, (ii) mandatory prepayments (together with any Exit Fee thereon), to the extent actually made, of the Term Loan pursuant to Section
1.7(c), (iii) all income taxes actually paid or payable in cash by the Borrowers and their Subsidiaries, (iv) Restricted Payments paid in cash by MediaCo in an amount not to exceed $3,000,000 during such Fiscal Year, and (v) Capital
Expenditures actually made by the Borrowers and their Subsidiaries in such Fiscal Year, other than any Investment made by the Borrowers pursuant to Section 5.4(i).
“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.
“Excluded Accounts” means, collectively, (a) deposit accounts used as payroll accounts, trust accounts, accounts used for withholding tax, goods and services tax, sales tax or
payroll tax; provided that, in all cases described in this definition, such accounts shall be “Excluded Accounts” only to the extent such accounts are funded by the Borrowers in the Ordinary Course of Business or as required by
applicable law, such accounts are used exclusively for the purposes intended by such accounts and no other amounts are funded in such accounts, (b) zero balance accounts, and (c) deposit accounts including the funds on deposit therein,
that has been pledged to secure Indebtedness or other obligations incurred under Section 5.5(l), in each case, to the extent such cash collateral is expressly permitted by Section 5.1(e) and is exclusively used for such purpose; provided,
however, such deposit account and the funds on deposit therein shall constitute Collateral and not an Excluded Account from and after release and termination of the pledge and lien thereon, and upon such release and termination, all
amounts from such Deposit Account shall be transferred to a deposit account subject to a Control Agreement.
“Excluded Assets” has the meaning assigned to it in the Security Agreement.
“Excluded Rate Obligation” means, with respect to any Loan Party, any Contingent Obligation under any Rate Contracts if, and to the extent that, all or a portion of the Guarantee
of such Loan Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Contingent Obligation (or any guaranty thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any
rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as
defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Party, or grant by such Loan Party of a security interest, becomes effective with respect to such Contingent Obligation. If a
Contingent Obligation under any Rate Contract arises under a master agreement governing more than one Rate Contract, such exclusion shall apply to only the portion of such Contingent Obligations that is attributable to Rate Contracts for
which such Guarantee or security interest becomes illegal or unlawful.
“Excluded Tax” means with respect to any Secured Party (a) Taxes imposed on or measured by net income (however denominated, including branch profits Taxes) and franchise Taxes
imposed in lieu of net income Taxes, in each case (i) imposed as a result of such Secured Party being organized under the laws of, or having its principal office or, in the case of any Term Lender, its applicable lending office located
in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority
imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under,
or enforced, any Loan Document, or sold or assigned any interest in any Loan or Loan Document); (b) in the case of a Term Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Term Lender with
respect to an applicable interest in a Term Loan pursuant to a law in effect on the date that such Person acquired such interest in a Term Loan or designated a new Lending Office (in each case, other than pursuant to a request by any
Borrower), except in each case to the extent such Person was entitled before it designated a new Lending Office, or is a direct or indirect assignee of any other Secured Party that was entitled, at the time the assignment to such Person
became effective, to receive additional amounts under Section 9.1(b) with respect to such Taxes; (c) Taxes that are attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to
Section 9.1(f), and (d) any withholding Taxes imposed under FATCA.
“Exit Fee” shall have the meaning specified in Section 1.8(cd)(i).
“FATCA” means sections 1471, 1472, 1473 and 1474 of the Code as of the date of this Agreement (and any amended or successor provisions thereto that is substantively comparable and
not materially more onerous to comply with), the United States Treasury Regulations promulgated thereunder and published guidance with respect thereto, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal
or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
“FCC” means the Federal Communications Commission, and any successor agency of the United States government exercising substantially equivalent powers.
“FCC License” means any governmental authorization, permit, license, approval, entitlement or accreditation for a main Station license held by an FCC License Holder granted by the
FCC pursuant to the Communications Act, or by any other Governmental Authority pursuant to Communications Laws, to such FCC License Holder or assigned or transferred to any FCC License Holder pursuant to Communications Laws.
“FCC License Appraised Value” means the appraised value of the FCC Licenses in full force and effect held by FCC License Holders based on the most recently delivered Acceptable
Appraisal.
“FCC License Holder” means any Loan Party that has been issued and currently holds any FCC License.
“Federal Flood Insurance” means federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in Special
Flood Hazard Areas in a community participating in the National Flood Insurance Program.
“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal
Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Term Agent on such day on such transactions as determined by the Term Agent.
“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.
“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.
“Fee Letter” means the letter agreement, dated as of the Closing Date, between the Borrowers and the Term Agent, as amended from time to time.
“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.
“First Amendment” means that certain First Amendment to this Agreement, dated as of September 10, 2024, by and among the
Borrowers, the Lenders and the Administrative Agent.
“First Amendment DDTL Commitment Fee” means a fee payable by Borrowers to Term Lender in an amount equal $250,000 in accordance
with Section 1.8(c).
“First Amendment Delayed Draw Term Loans” means any Delayed Draw Term Loan funded on or after the First Amendment Effective
Date in an aggregate principal amount not to excess the Delayed Draw Commitments as in effect on the First Amendment Effective Date.
“First Amendment DDTL Obligations” means, as of any date of determination, Obligations hereunder in an amount equal to the
aggregate outstanding amount of First Amendment Delayed Draw Term Loans.
“First Amendment Effective Date” has the meaning specified in the First Amendment.
“Fiscal Month” means any of the monthly accounting periods of the Borrowers ending on last day of each calendar month.
“Fiscal Quarter” means any of the quarterly accounting periods of the Borrowers ending on last day of each calendar quarter.
“Fiscal Year” means any of the annual accounting periods of the Borrowers ending on December 31 of each year.
“Flood Insurance” means, for any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that (a) meets the requirements set forth by FEMA
in its Mandatory Purchase of Flood Insurance Guidelines and (b) shall be in an amount equal to the full, unpaid balance of the Term Loan and any prior Liens on the Real Estate but not to exceed
the maximum amounts required under the National Flood Insurance Program with deductibles as required under the National Flood Insurance Program.
“Floor” means three and one-half percent (3.50%).
“Foreign Benefit Plan” means each material plan, fund, program or policy established under the law of a jurisdiction other than the United States (or a state or local government
thereof), whether formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings
benefits, under which one or more of the Borrowers or their Subsidiaries have any liability with respect to any employee or former employee, but excluding any Foreign Pension Plan.
“Foreign Pension Plan” means a pension plan required to be registered under the law of a jurisdiction other than the United States (or a state or local government thereof), that is
maintained or contributed to by one or more of the Borrowers or their Subsidiaries for their employees or former employees.
“Foreign Subsidiary” means, with respect to any Person, a Subsidiary of such Person that is not incorporated, organized or otherwise formed under the laws of the United States, any
state thereof or the District of Columbia.
“Funds Flow Memorandum” shall have the meaning specified in Section 2.1(b).
“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature and
authority within the accounting profession) that are applicable to the circumstances as of the date of determination. Subject to Section 10.3, all references to “GAAP” shall be to GAAP applied consistently with the principles
used in the preparation of the financial statements described in Section 3.11(a).
“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any
entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity,
supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).
“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided
that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any
acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the lesser of (i) the stated or
determinable amount of the primary payment obligation in respect of which such Guarantee is made and (ii) the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee,
unless such primary payment obligation and the maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in which case the amount of the Guarantee shall be such guaranteeing Person’s maximum
reasonably possible liability in respect thereof as reasonably determined by MediaCo in good faith in consultation with the Term Agent.
“Guarantor” means collectively, each Subsidiary of MediaCo that becomes a party to a Guaranty Agreement, and “Guarantors” means any two or more of them.
“Guaranty Agreement” means the guaranty agreement, dated as of the Closing Date, by the Loan Parties in favor of the Term Agent, as the same may be amended, modified or
supplemented from time to time in accordance with the terms thereof and of this Agreement, including Section 4.13 hereof.
“Hazardous Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant
or a pollutant or by other words of similar meaning or regulatory effect, including, without limitation, petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.
“HPS” means HPS Investment Partners, LLC.
“Indebtedness” of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price
of Property or services (including earn-out obligations, but excluding trade payables entered into in the Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such Person and without
duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds,
debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title
retention agreement, or incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (h) all obligations,
whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date
that is 90 days after the date specified in clause (a) of the definition of Termination Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary
liquidation preference of such Stock plus accrued and unpaid dividends; (i) all indebtedness referred to in clauses (a) through (h) above secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for
the payment of such indebtedness; and (j) all Contingent Obligations described in clause (a) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (i)
above.
“Indemnified Matters” has the meaning set forth in Section 8.6(a).
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrowers under any Loan
Document and (b) Other Taxes.
“Indemnitees” has the meaning set forth in Section 8.6(a).
“Initial Term Loan” has the meaning set forth in Section 1.1(a)(i).
“Initial Term Loan Commitment” means, with respect to a Term Lender, such Term Lender’s Pro Rata Percentage of the Initial Term Loan.
“Insolvency Proceeding” means any proceeding commenced by or against any Person or entity under any provision of the Bankruptcy Code, as amended, or under any other Debtor Relief
Law (domestic or foreign), including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking reorganization, restructuring, receivership,
insolvency, arrangement, or other relief.
“Intellectual Property” means all rights, title and interests in intellectual property and industrial property arising under any Requirements of Law and all IP Ancillary Rights
relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names and Trade Secrets.
“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date, by and among the Term Agent and the Second Lien Agent.
“Interest Payment Date” means the first Business Day of each calendar month, commencing with May 1, 2024.
“Interest Period” means, in connection with a Term SOFR Loan, an interest period of one (1) month (a) initially, commencing on the date of Borrowing thereof; and (b) thereafter,
commencing on the day on which the immediately preceding Interest Period expires; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period,
and (iii) no Interest Period shall extend beyond the Termination Date. For purposes hereof, the date of a Term Loan or Borrowing initially shall be the date on which such Term Loan or Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such Term Loan or Borrowing.
“Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to internet domain names.
“Inventory” means all of the “inventory” (as such term is defined in the UCC) of the Borrowers.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Stock of another
Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture interest in such
other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person which
constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases in the value of such Investment.
“Investments” has the meaning set forth in Section 5.4.
“IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations,
continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the
foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof,
and, in each case, all rights to obtain any other IP Ancillary Right.
“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any
Intellectual Property.
“IRS” means the Internal Revenue Service of the United States and any successor thereto.
“LC Cash Collateral” has the meaning specified in Section 5.1(d).
“Lender Party” means U.S. Lender Party and Non-U.S. Lender Party.
“Lending Office” means, with respect to any Term Lender, the office or offices of such Term Lender specified as its “Lending Office” from time to time in writing to the Borrower
Representative and the Term Agent.
“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, Taxes, commissions
(including brokerage commissions, fees and other similar compensation), charges, disbursements and expenses (including, without limitation, (a) Attorney Costs, and (b) those incurred upon any appeal or in connection with the preparation
for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial,
legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.
“Lien” means any mortgage, filing, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or otherwise), security
interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including those created by, arising under or evidenced by any conditional sale contract or other title
retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.
“Liquidity” means, at any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Borrowers on deposit in Control Accounts subject to a Control
Agreement. For the avoidance of doubt, (x) the undrawn amount of the DDTL Facility (if any) and (y) the amount of LC Cash Collateral, in each case shall not be included for purposes of calculating Liquidity.
“Loan” means an extension of credit by a Lender to the Borrowers under Article II in the form of a Term Loan.
“Loan Documents” means this Agreement, the Guaranty Agreement, the Term Notes, the Fee Letter, the SG
Guaranty Agreement, the Collateral Documents, the Option Agreement, each Subordination Agreement, and all agreements, documents, instruments and certificates delivered from time to time to the Term Agent and/or any Term
Lender in connection with any of the foregoing.
“Loan Parties” means the Borrowers and the Guarantors, and “Loan Party” means any of the foregoing.
“Mandatory Prepayment Event” has the meaning set forth in Section 1.7.
“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.
“Material Adverse Effect” means an effect that results in or causes, or would reasonably be expected to result in or cause, a material adverse effect on any of (a) the financial
condition, business, income, assets, operations or Property of the Borrowers taken as a whole; (b) the ability of the Borrowers taken as a whole to perform their obligations under any Loan Document; or (c) the validity or enforceability
of any Loan Document or the rights and remedies of the Term Agent, the Term Lenders and the other Secured Parties under any Loan Document.
“Material Contract” means (i) the Estrella Transaction Documents, (ii) any contract or agreement of the Borrowers or their respective Subsidiaries set forth on Schedule 3.23
or any Material Indebtedness Agreement and (iii) any other (a) debt instrument (excluding the Loan Documents); (b) lease (capital, operating or otherwise), whether as lessee or lessor thereunder; (c) contract, commitment, agreement, or
other arrangement with any of its “Affiliates” (as such term is defined in the Exchange Act) other than a Borrower or its Subsidiaries; (d) management or employment contract or contract for personal services with any of its Affiliates
that is not otherwise terminable at will or on less than ninety (90) days’ notice without liability; (e) collective bargaining agreement; or (f) other contract, agreement, understanding, or arrangement with a third party; that, as to
subsections (a) through (f) above, loss of which would reasonably be expected to cause a Material Adverse Effect.
“Material FCC License” means each FCC License with an appraised value in excess of $2,000,000.
“Material Optioned License” means each Optioned License with an appraised value (pursuant to the Specified Option Value) in excess of $2,000,000.
“Material Indebtedness Agreement” means any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing or
entered into in connection with any Indebtedness of the Borrowers or any of their respective Subsidiaries equal to or in excess of the amount of $1,000,000.
“MediaCo” has the meaning specified in the preamble to this Agreement.
“Minimum MOIC Amount” means, with respect to any Term Lender, as of any date of calculation, the aggregate payments made to such Term Lender which provides 1.2x MOIC for such Term
Loan.
“MNPI” has the meaning set forth in Section 8.10(a).
“MOIC” means, with respect to Term Lender with respect to a Loan made by such Term Lender, as of any date of calculation, the quotient (expressed as a decimal) obtained by dividing
(i) the sum of all fees, original issue discount, interest (exclusive of any portion of such interest that accrued at the Default Rate), premiums, principal and other payments received in immediately available funds in cash by such Lender
in respect of such Term Loan (including with accreted interest to be paid in immediately available funds in cash) of such Lender since the Closing Date (or,
if such Loan is advanced at a later date, the date such Loan is first advanced) (excluding, for the avoidance of doubt, any reimbursement of out-of-pocket costs or expenses and any indemnification payments made to the Term Lender not in
respect of the Indebtedness), as the numerator and (ii) the highest principal amount at any time outstanding under this Agreement with respect to such Loan (including in such principal amount, any capitalized fees or interest, OID on such
Loans) as denominator.
“MOIC Trigger Event” means the earliest of (a) the payment, prepayment, repayment or redemption of the obligations under the Loans in full, (b) the occurrence of the Termination
Date, (c) any Term Loans are satisfied as a result of a foreclosure sale, deed in lieu or by any other means, (d) the relevant Obligations are accelerated in accordance with Section 6.2 or by operation of law, (e) a Bankruptcy Event, (f)
there is a foreclosure or enforcement of any Lien on the Collateral pursuant to the Loan Documents, (g) there is a sale of the Collateral in any proceeding under Debtor Relief Laws, (h) there is a restructure, reorganization, or
compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure or arrangement in any proceeding under Debtor Relief Laws or (i) the termination of this Agreement for any reason.
“MOIC Fee” has the meaning set forth in Section 1.8(c).
“Moody’s” means Moody’s Investors Services Inc. and any other successor thereto.
“Mortgage” means any deed of trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure debt, leasehold deed to secure debt or other similar document creating a
Lien on Real Estate or any interest in Real Estate in favor of the Term Agent, for the benefit of the Secured Parties.
“Multiemployer Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any ERISA Affiliate incurs or otherwise has any obligation or
liability, contingent or otherwise.
“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of
1973, as revised by the National Flood Insurance Reform Act of 1994, the Flood Insurance Reform Act of 2004, and the Biggert-Waters Flood Insurance Reform Act of 2012 and successor statutes thereto that, in some cases, mandates the
purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities.
“Net Proceeds” means (a) the cash proceeds received in respect of such event or transaction, including (i) any cash received in respect of any non-cash proceeds (including, without
limitation, the monetization of notes receivables), but only as and when received or (ii) in the case of an Event of Loss, insurance proceeds, proceeds of a condemnation award or other compensation payments, in each case net of (b) the
sum of (v) all reasonable fees and out-of-pocket expenses (including appraisals, and brokerage, legal, advisory, banking, title and recording tax expenses and commissions) paid by any Borrower or a Subsidiary to third parties (other than
Affiliates) in connection with such event, (w) in the case of a sale or other Disposition, income taxes paid or reasonably estimated by the Borrowers (determined in good faith by a Responsible Officer of the Borrower Representative, on
behalf of all the Borrowers) to be actually payable (including any payments made or expected to be made pursuant to Section 5.10(i)(iii) with respect thereto) as a result of any gain recognized in connection therewith; provided
that, if the amount of any estimated taxes pursuant to subclause (b)(y) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net
Proceeds, (x) in the case of a sale or other Disposition or Event of Loss described Sections 1.7(b)(i) or (ii), the amount of all payments required to be made by any Borrower on any Indebtedness by the terms thereof (other
than the Obligations and any Subordinated Indebtedness) secured by such asset to the extent the Lien in favor of the holder of such Indebtedness is permitted by Section 5.1(d); provided, further, that such payments
made shall not exceed the lesser of the amount of cash proceeds received by such Borrower or the aggregate amount of such Indebtedness, (y) reserves in respect of purchase price adjustments and as otherwise required under GAAP, and (z)
liabilities not assumed by the purchaser in connection with the Estrella Acquisition.
“Network Affiliation Agreements” means each of the TV Affiliation Agreement and Radio Affiliation Agreement.
“Non-U.S. Lender Party” means each of each Term Lender, each SPV and each participant, in each case that is not a United States person as defined in Section 7701(a)(30) of the
Code.
“Obligations” means the Initial Term Loan, any Delayed Draw Term Loan and all other Indebtedness, advances (including, without limitation, any Protective Overadvances), any
Erroneous Payment Subrogation Rights, debts, liabilities, obligations, fees, expenses (including Attorney Costs), any Exit Fee, covenants and duties owing by any Loan Party to any Term Lender, the Term Agent or any other Person required
to be indemnified, that arises under any Loan Document, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired (including, without limitation, the interest, fees, expenses and other amounts which accrue
after the commencement of any Insolvency Proceeding under the Bankruptcy Code (or other Debtor Relief Law) by or against any Loan Party or any Affiliates of any Loan Party and whether or not such amounts are allowed or allowable in whole
or in part in any such proceeding); provided, however, that the “Obligations” of a Loan Party shall exclude any Excluded Rate Obligations with respect to such Loan Party.
“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.
“Option” has the meaning assigned to such term in the Option Agreement.
“Option Agreement” means that certain Option Agreement dated as of the Closing Date, by and among MediaCo Operations LLC, as Option Holder (as defined therein), MediaCo, as Parent
(as defined therein), Estrella, as the Company and the other parties party thereto, as amended consistent with the terms hereof.
“Option Closing” has the meaning assigned to such term in the Option Agreement.
“Optioned Licenses” means any governmental authorization, permit, license, approval, entitlement or accreditation for a main station license held by an Estrella Entity granted by
the FCC pursuant to the Communications Act, or by any other Governmental Authority pursuant to Communications Laws, to such Estrella Entity or assigned or transferred to any Estrella Entity pursuant to Communications Laws.
“Option Holder” has the meaning assigned to such term in the Option Agreement.
“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business, as conducted by any such Person in
accordance with past practice and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document.
“Organization Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the
rights of preferred shareholders of such corporation and any shareholder rights agreement, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company,
the operating agreement and articles or certificate of formation or (d) any other document setting forth the manner of election or duties of the officers, directors, managers or other similar persons, or the designation, amount or
relative rights, limitations and preference of the Stock of a Person.
“Other Taxes” has the meaning set forth in Section 9.1(c).
“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to letters patent and applications
therefor.
“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56.
“Payment Recipient” has the meaning assigned to it in Section 8.27(a).
“PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto.
“Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and
any other Contractual Obligations with, any Governmental Authority.
“Permitted Discretion” means a determination made in the exercise of reasonable (from the
perspective of a secured lender) business judgment of the Term Agent exercised in good faith.
“Permitted Indebtedness” has the meaning set forth in Section 5.5.
“Permitted Liens” has the meaning set forth in Section 5.1.
“Permitted Net Proceeds Retention Amount” has the meaning set forth in the First Amendment.
“Permitted Refinancing” means Indebtedness constituting a refinancing, renewal or extension of Indebtedness permitted under Sections 5.5(c) that (a) has an aggregate
outstanding principal amount not greater than the aggregate principal amount of the Indebtedness being refinanced, renewed or extended, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and
maturity no shorter than that of the Indebtedness being refinanced or extended, (c) is not entered into as part of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing the
Indebtedness being refinanced or extended, (e) the obligors of which are the same as the obligors of the Indebtedness being refinanced, renewed or extended, (f) is otherwise on terms not less favorable (taken as a whole) to the Borrowers
and their Subsidiaries than those of the Indebtedness being refinanced, renewed or extended, and (g) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment or liens to the Obligations, then the
terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Term Agent and the Term Lenders as those that were applicable to the
refinanced, renewed, or extended Indebtedness; provided, however, that such Indebtedness shall not constitute a “Permitted Refinancing” if, at the time such Indebtedness is incurred, created or assumed, a Default or Event
of Default has occurred and is continuing or would result therefrom.
“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise,
trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.
“Preferred Stock Articles” means the Articles of Amendment to MediaCo’s Amended and Restated Articles of Incorporation providing for the creation of a series of preferred stock of
MediaCo designated as “Series B Preferred Stock” and providing for the designation, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions of such preferred stock.
“Pro Rata Percentage” means, as to any Term Lender, with respect to the Term Loan, the percentage equivalent of the principal amount of the Term Loan held by such Term Lender,
divided by the aggregate principal amount of the Term Loan held by all Term Lenders.
“Property” or “Properties” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.
“Protective Overadvance” has the meaning set forth in Section 1.1(d).
“Qualified Equity Interests” means any Stock or Stock Equivalents that are not Disqualified Equity Interests.
“Radio Affiliation Agreement” means that certain Network Program Supply Agreement, dated as of the Closing Date, by and among MediaCo Operations LLC, Estrella and certain
Subsidiaries of Estrella party thereto.
“Radio Segment” means the radio production and advertising sale business of the Loan Parties.
“Rate Contracts” means swap agreements (as such term is defined in Section 101(53B) of the Bankruptcy Code) and any other agreements or arrangements designed to provide protection
against fluctuations in interest or currency exchange rates, including, without limitation, any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of
any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.
“Real Estate” means any real property owned, leased, subleased or otherwise operated by any Borrower or any Subsidiary of any Borrower.
“Register” has the meaning set forth in Section 1.4(b).
“Related Persons” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and
each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article II) and other consultants and agents
of or to such Person or any of its Affiliates.
“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of Hazardous Material into or through the environment.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve
Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Remedial Action” means all actions under Environmental Laws required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor
environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre remedial studies and
investigations and post-remedial monitoring and care with respect to any Hazardous Material.
“Required Lenders” means, as of any date of determination, Term Lenders then holding more than fifty percent (50%) of the sum of the aggregate unpaid principal amount of the Term
Loan then outstanding; provided that, if at such time, there are two (2) or more Term Lenders, then Required Lenders shall mean two (2) or more Term Lenders then holding more than fifty percent (50%) of the sum of the aggregate
unpaid principal amount of the Term Loan then outstanding (Term Lenders that are Affiliates of one another being considered one Term Lender for purposes of this proviso).
“Requirements of Law” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and
regulations, legally binding guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other legally
binding determinations, directives, or requirements of, any Governmental Authority, in each case having the force of law and applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property
is subject.
“Reserves” means any of the following reserves which the Term Agent deems necessary, in its Permitted Discretion, to maintain: (i) reserves in respect of non-appealable judgments,
non-interlocutory orders, decrees or arbitration awards involving in the aggregate a liability of $200,000 or more, (ii) reserves in respect of fines, penalties or other sanctions from the FCC involving in the aggregate a liability of
$200,000 or more, (iii) reserves in respect of unpaid payroll taxes, (iv) reserves in respect of all past due rent and other amounts owing by a Borrower to any landlord and (v) reserves in respect of legal expenses expected to be required
by an assignee to exercise any Optioned License under the Option Agreement, in the case of this clause (v), in an amount not to exceed an amount equal to $17,000 per Optioned License.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means the chief executive officer, the chief financial officer, the treasurer, the president or any vice president of a Borrower, or any other officer having
substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information or certifications of Solvency, the chief financial officer or the treasurer of a Borrower,
or any other officer having substantially the same authority and responsibility.
“Restricted Payments” has the meaning set forth in Section 5.10.
“SG Guarantor” means Standard General GP LLC, as Guarantor under the SG Guaranty Agreement.
“SG Guaranty Agreement” means that certain Guaranty Agreement, dated as of the First Amendment Effective Date, delivered by the
SG Guarantor in favor of the Term Agent, with respect to the First Amendment DDTL Obligations.
“S&P” means Standard & Poor’s Ratings Services LLC and any successor thereto.
“Sale” has the meaning set forth in Section 8.9(b).
“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those
administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.
“Sanctions Target” means any Person: (a) that is the subject or target of any Sanctions; (b) named in any Sanctions-related list maintained by OFAC, the U.S. Department of State,
the U.S. Department of Commerce or the U.S. Department of the Treasury, including the OFAC list of “Specially Designated Nationals and Blocked Persons,” or any similar list maintained by the United Nations Security Council, the European
Union, His Majesty’s Treasury or any other relevant Governmental Authority (c) located, organized or resident in a country, territory or geographical region which is itself the subject or target of any Sanctions (including, as of the date
of this Agreement, Cuba, Iran, North Korea, Syria, Crimea and so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine) or (d) owned or controlled (as such terms are defined by the applicable Sanctions) by any
such Person or Persons described in the foregoing clauses (a) through (c).
“Second Lien Agent” means HPS Investment Partners, LLC, in its capacity as “Term Agent” under and as defined in the Second Lien Term Loan Agreement.
“Second Lien Indebtedness” means any obligations or Indebtedness incurred under the Second Lien Term Loan Agreement.
“Second Lien Lender” means each “Lender” under and as defined in the Second Lien Term Loan Agreement.
“Second Lien Term Loan Agreement” means the Second Lien Term Loan Agreement dated as of the Closing Date, between the Loan Parties and the Second Lien Agent, as agent.
“Secured Party” means the Term Agent, each Term Lender, each other Indemnitee and each other holder of any Obligation.
“Security Agreement” means that certain Security Agreement, dated as of even date herewith, in form and substance reasonably acceptable to the Term Agent and the Loan Parties, made
by the Loan Parties in favor of the Term Agent, for the benefit of the Secured Parties, as the same may be amended, restated and/or modified from time to time, together with each other security agreement executed and delivered by any
other Loan Party in favor of the Term Agent, for the benefit of the Secured Parties.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the Benchmark, (or
a successor administrator) on the Federal Reserve Bank of New York’s Website.
“Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair
saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such
Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Special Flood Hazard Area” means an area that FEMA’s then current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood
elevation (a 100-year flood) in any given year.
“Specified Agreement” means (i) any Network Affiliation Agreement, (ii) the Option Agreement, (iii) the Second Lien Term Loan Agreement, and (iv) any Subordinated Indebtedness
Document.
“Specified Option Value” means the value of the Option which is deemed to be an amount equal to the appraised value of each Optioned License in full force and effect subject to the
Option Agreement based on the most recently delivered Acceptable Appraisal; provided that prior to the exercise of the Option under the Option Agreement, solely to the extent relating to a Material Optioned License, upon the
occurrence of a Specified Option Event under clauses (b), (c) or (d) of the definition thereof, the Specified Option Value of such Optioned Licenses shall be immediately reduced to $0 (or such greater amount as the Term Agent may agree in
its sole discretion) and the Borrower shall demonstrate before and after giving effect to such Specified Option Event pro forma compliance with the Borrowing Base Ratio.
“Specified Option Event” means the occurrence and continuation of any of the following:
(a) the occurrence of a Bankruptcy Event with respect to any party to the Option Agreement;
(b) the Disposition of any Optioned Licenses other than in accordance with the terms of such Option Agreement;
(c) with respect to any applicable Optioned License, if the transfer thereof is not approved by a Governmental Authority within the later to occur of (x) 360 calendar days
following the Closing Date and (y) 180 calendar days following the date on which the Option is exercised (which time period may be extended by the Term Agent in its sole discretion as to any FCC License); or
(d) the loss, cancellation or non-renewal of any Optioned License.
“Sponsor Model” means the model delivered by Standard General L.P. to the Term Agent on March 12, 2024.
“SPV” means any special purpose funding vehicle identified as such in a writing by any Term Lender to the Term Agent.
“Standard General Controlled Fund” means a fund for which Standard General L.P. is the investment manager (and in that capacity has voting and investment control of such fund).
“Station” means any broadcasting station (including, without limitation any television or radio broadcasting station) now or hereafter owned or operated by a Loan Party or its
Subsidiaries.
“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture
interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.
“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe
for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.
“Subordinated Creditor” means any Person that shall have entered into a Subordination Agreement with Term Agent, on behalf of the Secured Parties.
“Subordinated Indebtedness” means Indebtedness of any Borrower or any Subsidiary of any Borrower which is subordinated to the Obligations as to right and time of payment and as to
other rights and remedies thereunder in accordance with a Subordination Agreement, and having such other terms as are, in each case, satisfactory to the Term Agent.
“Subordinated Indebtedness Documents” means all documents evidencing Subordinated Indebtedness and/or subject to a Subordination Agreement, including, without limitation, each
subordinated promissory note or agreement issued by a Borrower to a Subordinated Creditor, and each other promissory note, instrument and agreement executed in connection therewith, all on terms and conditions reasonably acceptable to the
Term Agent.
“Subordination Agreement” mean each subordination agreement by and among the Term Agent, the applicable Borrowers, the applicable Subsidiaries of the Borrowers and the applicable
Subordinated Creditor, each in form and substance satisfactory to the Term Agent in its sole discretion and each evidencing and setting forth the senior priority of the Obligations over such Subordinated Indebtedness, as the same may be
amended, restated and/or modified from time to time subject to the terms thereof.
“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is,
directly or indirectly, controlled by, or of which an aggregate of more than fifty percent (50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.
Unless otherwise specified, all references herein to a “Subsidiary” or “Subsidiaries” shall refer to a “Subsidiary” or “Subsidiaries” of a Borrower.
“Tax Affiliate” means, (a) each Borrower and its Subsidiaries and (b) any Affiliate of a Borrower with which such Borrower files consolidated, combined or unitary tax returns.
“Tax Returns” has the meaning set forth in Section 3.10.
“Taxes” has the meaning set forth in Section 9.1(a).
“Television Cash Flow” means, for any period, Consolidated EBITDA of the Television Segment for such period minus, to the extent added in
calculating such Consolidated EBITDA for the Television Segment, (x) Television Segment expenses allocated to corporate level general and administrative expenses as described in the Sponsor Model and (y) Capital Expenditures related to
the Television Segment.
“Television Segment” means the television production and advertising sale business of the Loan Parties.
“Term Agent” means WhiteHawk in its capacity as Term Agent and Term Agent for the Term Lenders hereunder, and any successor agent hereunder.
“Term Lender” has the meaning set forth in the preamble to this Agreement.
“Term Loan” means, collectively, the Initial Term Loan and the Delayed Draw Term Loans.
“Term Note” means a promissory note of the Borrowers payable to a Term Lender in substantially the form of Exhibit F hereto, evidencing Indebtedness of the Borrowers under
the portion of the Term Loan owing to such Term Lender.
“Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”)
that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the administrator of such Benchmark; provided, however, that if as of 5:00 p.m. (New
York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the administrator of such Benchmark and a Benchmark Replacement Date with respect to the Term SOFR
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the administrator of such Benchmark on the first preceding U.S. Government Securities Business Day for which such Term
SOFR Reference Rate for such tenor was published by the administrator of such Benchmark so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to
such Periodic Term SOFR Determination Day.
“Term SOFR Loan” means a Loan bearing interest at a rate determined by reference to Adjusted Term SOFR Rate.
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Termination Date” means (x) with respect to the Initial Term Loans, the earliest to occur of (a) April 17, 2029, (b) the date on which the maturity of the Term Loan is accelerated
or deemed accelerated and (c) the date that is ninety-one (91) days prior to the maturity date of any Indebtedness incurred and outstanding in excess of the Threshold Amount and (y) with respect to each Delayed Draw Term Loan, the
earliest to occur of (a) two (2) years after the funding of such Delayed Draw Term Loan, (b) the date on which the maturity of the Delayed Draw Term Loan is accelerated or deemed accelerated and (c) the date that is ninety-one (91) days
prior to the maturity date of any Indebtedness incurred and outstanding in excess of the Threshold Amount (with respect to this clause (c), other than the Emmis Subordinated Note to the extent repaid at maturity in accordance with Section
5.10(b)).
“Testing Date” has the meaning set forth in Section 5.22.
“Threshold Amount” means $1,000,000.
“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or
liability, contingent or otherwise.
“Tower Site” means the broadcast tower (and the real property on which such tower is located) for the Station.
“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to trade secrets.
“Trademark” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof
and all applications in connection therewith.
“TV Affiliation Agreement” means that certain Network Affiliation Program Agreement, dated as of the Closing Date, by and among MediaCo Operations LLC, Estrella and certain
Subsidiaries of Estrella party thereto.
“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code
as in effect from time to time in the State of New York.
“UFCA” has the meaning set forth in Section 8.22(d).
“UFTA” has the meaning set forth in Section 8.22(d).
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential
Regulation Authority) or any person falling with IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms,
and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Lender Party” means each of each Term Lender, each SPV and each participant, in each case that is a United States person as defined in Section 7701(a)(30) of the Code.
“United States” and “U.S.” each means the United States of America.
“Unused Line Fee” shall have the meaning specified in Section 1.8(b).
“Voting Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or
otherwise, the election of members of the board of directors or other similar governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership
interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.
“WhiteHawk” has the meaning set forth in the preamble to this Agreement.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time
under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable
Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of
that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
10.2 Other Interpretive Provisions.
(a) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document shall have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto. The meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms) not
otherwise defined herein and that are defined in the UCC shall have the meanings therein described.
(b) The Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement or any other Loan Document shall refer to this
Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document; and subsection, section, schedule and exhibit references are to this Agreement or such other Loan
Documents unless otherwise specified.
(c) Certain Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however
evidenced. The terms “include”, “includes” and “including” are not limiting and shall be deemed to be following by the phrase “without limitation.” The term “Person” shall be construed to include such Person’s successors and assigns.
(d) Performance; Time. Whenever any performance obligation hereunder or under any other Loan Document (other than a payment obligation) shall be stated to be due or
required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement or any other Loan Document refers to any action taken or to be
taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.
(e) Contracts. Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments, including this
Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only
to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.
(f) Laws. References to any statute or regulation may be made by using either the common or public name thereof or a specific cite reference and are to be construed as
including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.
(g) Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
(h) Time of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
10.3 Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in
accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrowers shall be given effect for purposes of measuring compliance with any provision of Article
V unless the Borrowers and the Term Agent agree to modify such provisions to reflect such changes in GAAP (and the Borrowers and the Term Agent agree to negotiate in good faith with respect thereto) and, unless such provisions are
modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to
such change in GAAP. Notwithstanding anything other provision contained herein, to the extent any change, adjustment, reversal or the like that would result in any obligation that, under GAAP as in effect on the Closing Date would not be
classified and accounted for as a Capital Lease, becoming classified and accounted for as a Capital Lease, such change shall be disregarded for purposes of determining “GAAP” under this Agreement. Notwithstanding any other provision
contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article V shall be made, without giving effect to any election under
Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Borrower or any Subsidiary of any Borrower at “fair value.”
10.4 Payments. The Term Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than
Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Borrower. Any such determination or redetermination by the Term Agent shall be conclusive and binding for all purposes, absent manifest
error. No determination or redetermination by any Secured Party or any Borrower and no other currency conversion shall change or release any obligation of any Borrower or of any Secured Party (other than the Term Agent and its Related
Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted. The Term Agent may round up or down and may set up appropriate mechanisms
to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.
10.5 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a
different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Stock at such time.
10.6 Rates. The Term Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of,
submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any
alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement)
will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR or any other Benchmark prior to its
discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Term Agent and its affiliates or other related entities may engage in transactions that affect the
calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a
manner adverse to the Borrower. The Term Agent may select information sources or services in its sole discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or Term SOFR, or any other Benchmark, or
any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, Term Lender or any other person or entity for damages of
any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such
rate (or component thereof) provided by any such information source or service.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly authorized Responsible Officers as of the day and year first above written.
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BORROWERS:
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MEDIACO HOLDING INC., as the Borrower Representative and a Borrower
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By:
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/s/ Ann Beemish
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Name:Ann Beemish
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Title:Executive Vice President, Chief Financial Officer and Treasurer
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[Signature Page to Amended and Restated Term Loan Agreement]