9.01.
Liens
9.02.
Consolidation, Merger, Sale of Assets, etc.
9.03.
Dividends
9.04.
Indebtedness
9.05.
Advances, Investments and Loans
9.06.
Transactions with Affiliates
9.07.
Interest Expense Coverage Ratio
9.08.
Leverage Ratio
9.09.
Modifications Certificate of Incorporation, By-Laws and Certain Other
Agreements; Limitations on Voluntary Payments, etc.
9.10.
Limitation on Certain Restrictions on Restricted Subsidiaries
9.11.
Limitation on Issuance of Equity Interests
9.12.
Business; etc.
9.13.
[Intentionally Omitted]
SECTION 10.Events of Default
10.01.Payments
10.02.Representations, etc.
10.03.Covenants
10.04.Default Under Other Agreements
10.05.Bankruptcy, etc.
10.06.ERISA
10.07.Security Documents
10.08.Guaranties
10.09.Judgments
10.10.Change of Control
10.11.[Intentionally Omitted]
10.12.FCC Licenses and Authorizations
10.13.Senior Indebtedness
SECTION 11.The Agents
11.01.Appointment
11.02.Nature of Duties
11.03.Lack of Reliance on the Agents
11.04.[Reserved]
11.05.Reliance
11.06.Indemnification
11.07.Each Agent in its Individual Capacity
11.08.Holders
11.09.Resignation by the Administrative Agent or Collateral Agent
11.10.Collateral Matters
11.11.Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim
11.12.Delivery of Information; Lender's Acknowledgement
11.13.Subordination of Liens; Senior Notes Intercreditor Agreement
11.14.Withholding Taxes
SECTION 12.Miscellaneous.
12.01.Payment of Expenses, etc.
12.02.Right of Setoff
12.03.Notices, Electronic Communications
12.04.Benefit of Agreement; Assignments; Participations
12.05.No Waiver; Remedies Cumulative
12.06.Payments Pro Rata
12.07.[Intentionally Omitted]
12.08.GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
12.09.Counterparts
12.10.Effectiveness
12.11.Headings Descriptive
12.12.Amendment or Waiver; etc.
12.13.Survival
12.14.Domicile of Loans
12.15.Register
12.16.Confidentiality
12.17.Special Provisions Regarding Pledges of Equity Interests in, and
Promissory Notes Owed by, Persons Not Organized in the United States
12.18.PATRIOT Act
12.19.Post-Closing Actions
12.20.Interest Rate Limitation
12.21.FCC Ownership and Attribution Rules
12.22.Lender Action
12.23.Obligations Absolute
12.24.No Advisory or Fiduciary Responsibility.
12.25.Acknowledgment and Consent to Bail-In of EEA Financial Institutions
SCHEDULE 1.01A
Commitments
SCHEDULE 1.01B
Designated Tower Sales
SCHEDULE 1.01C
Unrestricted Subsidiaries
SCHEDULE 1.01D
Consolidated EBITDA
SCHEDULE 5.13
Real Property
SCHEDULE 7.10
Plans
SCHEDULE 7.13
Restricted Subsidiaries
SCHEDULE 7.16
Insurance
SCHEDULE 7.20
Scheduled Existing
Indebtedness
SCHEDULE 7.22
Stations
SCHEDULE 7.23
FCC Licenses
SCHEDULE 9.01
Existing Liens
SCHEDULE 9.02
Scheduled Dispositions
SCHEDULE 9.05A
Existing Investments
SCHEDULE 9.05B
Future Investments
SCHEDULE 9.06
Transactions with Affiliates
SCHEDULE 12.19
Post-Closing Matters
EXHIBIT A-1
Form of Notice of
Conversion/Continuation
EXHIBIT A-2
Form of Notice of
Borrowing
EXHIBIT B
Form of Term Note
EXHIBIT C
[Intentionally Omitted]
EXHIBIT D
Form of
Section 4.04(b)(ii) Certificate
EXHIBIT F
Form of Officers'
Certificate
EXHIBIT G
Form of Subsidiaries
Guaranty
EXHIBIT H
Form of Pledge
Agreement
EXHIBIT I
Form of Security
Agreement
EXHIBIT J
Form of Solvency
Certificate
EXHIBIT K
Form of Budget
EXHIBIT L
Form of Compliance
Certificate
EXHIBIT M
Form of Assignment and
Assumption Agreement
EXHIBIT N
Form of Intercompany
Note
EXHIBIT O
Form of Operating
Agreement
CREDIT AGREEMENT, dated as of April 18, 2017 (as modified, supplemented,
amended, restated (including any amendment and restatement hereof), extended or
renewed from time to time, this "Agreement"), among RADIO ONE, INC., a Delaware
corporation (the "Borrower"), the Lenders party hereto from time to time,
GUGGENHEIM SECURITIES CREDIT PARTNERS, LLC, as Administrative Agent, THE BANK OF
NEW YORK MELLON, as Collateral Agent and GUGGENHEIM SECURITIES, LLC, as Sole
Lead Arranger and Sole Bookrunner.
All capitalized terms used herein and
defined in Section 1.01 are