AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of December 13, 2019 by and among MEDIACO HOLDING INC. THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS BORROWERS, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Term Lenders, and GACP FINANCE CO.,...Term Loan Agreement • December 18th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This AMENDED AND RESTATED 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 December 13, 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”), FMG Kentucky, LLC, a Delaware limited liability company (“FMG Kentucky”) and FMG Valdosta, LLC, a Delaware limited liability company (“FMG Valdosta”) the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, MediaCo WQHT, MediaCo WBLS, FMG Kentucky and FMG Valdosta, 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
EMPLOYEE ASSIGNMENT AND ASSUMPTION AGREEMENTEmployee Assignment and Assumption Agreement • December 18th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This EMPLOYEE ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of December 13, 2019 (this “Agreement”), is executed by FMG Valdosta, LLC, a Delaware limited liability company (“Assignee”), and Fairway Outdoor Advertising Group, LLC, a Delaware limited liability company (“Assignor”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Purchase Agreement (as defined below).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • December 18th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS TRANSITIONAL SERVICES AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2019 (the “Effective Date”) by and between (i) FMG Kentucky, LLC and FMG Valdosta, LLC, each a Delaware limited liability company (collectively, “Recipient”), and (ii) Fairway Outdoor Advertising Group, LLC, a Delaware limited liability company (“Provider”). Provider and Recipient are referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined herein).
Assignment and Assumption of Purchase AgreementAssignment and Assumption of Purchase Agreement • December 18th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This Assignment and Assumption of Purchase Agreement (this “Assignment”), dated as of December 13, 2019 (the “Effective Date”), is by and between Billboards LLC, a Delaware limited liability company (“Assignor”), and MediaCo Holding Inc., an Indiana corporation (“Assignee”).
EQUITY PURCHASE AGREEMENT BY AND AMONG BILLBOARDS LLC, FAIRWAY OUTDOOR ADVERTISING GROUP, LLC, FMG KENTUCKY, LLC AND FMG VALDOSTA, LLC DATED AS OF OCTOBER 16, 2019Equity Purchase Agreement • December 18th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS EQUITY PURCHASE AGREEMENT is entered into as of October 16, 2019 (this “Agreement”), by and among (i) Billboards LLC, a Delaware limited liability company (“Purchaser”), (ii) FMG Kentucky, LLC, a Delaware limited liability company, (iii) FMG Valdosta, LLC, a Delaware limited liability company (together with FMG Kentucky, LLC, the “Companies” and each, a “Company”), and (iv) Fairway Outdoor Advertising Group, LLC, a Delaware limited liability company (“Seller”). Purchaser, the Companies and Seller are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article XII.
