TERM LOAN AGREEMENTTerm Loan Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This TERM LOAN AGREEMENT (including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of November 25, 2019, by and among MEDIACO HOLDING INC., an Indiana corporation (“MediaCo”), MEDIACO WQHT LICENSE LLC, an Indiana limited liability company (“MediaCo WQHT”) and MEDIACO WBLS LICENSE LLC, an Indiana limited liability company (“MediaCo WBLS”), the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, MediaCo WQHT and MediaCo WBLS, the “Borrowers” and each a “Borrower”), GACP FINANCE CO., LLC, a Delaware limited liability company (in its individual capacity, “GACP”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time to time party to this Agreement (collectively, the “Term Lenders” and individually each a “Term Lender”) and for itself, and the Term Lenders.
MANAGEMENT AGREEMENTManagement Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of November 25, 2019 (the “Effective Date”) by and between Emmis Operating Company, an Indiana corporation (“Management Company”), and MediaCo Holding Inc., an Indiana corporation (“Mediaco”). Management Company and Mediaco are sometimes referred to together in this Agreement as the “Parties” and each individually as a “Party.” All capitalized terms used but not specifically defined in this Agreement shall have the meanings ascribed to such terms in the Contribution Agreement (as defined below).
SHARED SERVICES AGREEMENT (WEPN)Shared Services Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This SHARED SERVICES AGREEMENT (the “Agreement”), effective as of November 25, 2019 (the “Effective Date”), is entered into by and between Emmis Operating Company, an Indiana limited liability company (“Company”), and MediaCo Holding Inc., an Indiana corporation (“Service Provider”).
CONTRIBUTION AND DISTRIBUTION AGREEMENT by and among EMMIS COMMUNICATIONS CORPORATION, MEDIACO HOLDING INC. and SG BROADCASTING LLC DATED AS OF JUNE 28, 2019Contribution and Distribution Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 28, 2019, is entered into by and between Emmis Communications Corporation, an Indiana corporation (“Emmis”), Mediaco Holding Inc., an Indiana corporation and a wholly-owned direct Subsidiary of Emmis (“Mediaco”), SG Broadcasting LLC, a Delaware limited liability company (“Purchaser” and, collectively with Emmis and Mediaco, the “Parties” and each, a “Party”), and solely for purposes of the guaranty of Purchaser’s obligations in Section 3.2(c), Standard General L.P.
ContractContribution and Distribution Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
THIS NOTE IS SUBJECT TO THE PROVISIONS OF A CONTRIBUTION AND DISTRIBUTION AGREEMENT, DATED THE DATE HEREOF, BY AND AMONG, MEDIACO HOLDING INC., THE HOLDER (AS DEFINED BELOW) AND THE OTHER PARTIES IDENTIFIED THEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SELLER NOTE SUBORDINATION AGREEMENT (AS AMENDED, MODIFIED, RESTATED OR REPLACED FROM TIME TO TIME, THE “SUBORDINATION AGREE
EMPLOYEE LEASING AGREEMENTEmployee Leasing Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This Employee Leasing Agreement (this “Agreement”) is entered into by and between Emmis Operating Company, an Indiana corporation (“Emmis”) and MediaCo Holding Inc., an Indiana corporation (“Mediaco”), effective as of November 25, 2019. Emmis and Mediaco shall sometimes be referred to individually as a “Party” and together as the “Parties”.
LOCAL PROGRAMMING AND MARKETING AGREEMENT (WQHT HD2)Local Programming and Marketing Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Indiana
THIS LOCAL PROGRAMMING AND MARKETING AGREEMENT (this “Agreement”) is made as of November 25, 2019 by and between MediaCo Holding Inc., an Indiana corporation (the “Licensee”), and WBLS-WLIB LLC, an Indiana limited liability company (“Programmer”).
SHARED SERVICES AGREEMENT (WLIB)Shared Services Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This SHARED SERVICES AGREEMENT (the “Agreement”), effective as of November 25, 2019 (the “Effective Date”), is entered into by and between WBLS-WLIB LLC, an Indiana limited liability company (“Company”), and MediaCo Holding Inc., an Indiana corporation (“Service Provider”).
ContractAntenna Site Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
MEDIACO HOLDING INC. UNSECURED CONVERTIBLE PROMISSORY NOTENote • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This Note was issued in connection with the consummation of the transactions contemplated by that certain Contribution and Distribution Agreement, dated as of June 28, 2019 (as amended, amended and restated, modified or supplemented, the “Contribution Agreement”), by and among Emmis Communications Corporation, an Indiana corporation, the Holder and the other parties identified therein. Except as defined in Section 6 hereof or unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Contribution Agreement.
