Indenture, dated as of January 6, 2021, among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee and notes collateral agent

EX-4.1 2 tsq-indenture.htm EX-4.1 tsq-indenture

Execution Version

Table of Contents

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EACH OF THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE COLLATERAL AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.

TOWNSQUARE MEDIA, INC. ON BEHALF OF EACH OF THE GUARANTORS LISTED ON SCHEDULE I HERETO

SCHEDULE I

EXHIBIT A

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EXHIBIT B Form of Supplemental Indenture to Add Guarantors

EXHIBIT C Form of Pari Passu Intercreditor Agreement

Agreement” Issuer Collateral Agent Initial Additional Authorized Representative ABL Collateral ABL Intercreditor Agreement Additional Agent Additional First Lien Cash Management Agreement Additional First Lien Cash Management Obligations Additional First Lien Debt Facility

Additional First Lien Documents Additional First Lien Obligations Additional First Lien Secured Party Additional First Lien Swap Contract Additional First Lien Swap Obligations Agreement Authorized Representative Bankruptcy Code Bankruptcy Law

Business Day Capital Stock Cash Management Obligations Cash Management Services Collateral Collateral Agent Controlling Collateral Agent Controlling Secured Parties

Covered Jurisdiction Covered Jurisdiction DIP Financing DIP Financing Liens DIP Lenders discharge discharged Discharge of First Lien Obligations First Lien Obligation Event of Default First Lien Collateral Documents First Lien Obligations First Lien Secured Parties Grantors Impairment

Indebtedness Indenture Indenture Obligations Notes Obligations Indenture Secured Parties Notes Secured Parties Initial Additional Agreement Initial Additional Authorized Representative Initial Additional Cash Management Agreement Initial Additional Cash Management Obligations Initial Additional Documents Initial Additional Obligations Initial Additional Secured Parties Initial Additional Swap Contract

Initial Additional Swap Obligations Insolvency or Liquidation Proceeding Intervening Creditor Joinder Agreement Lien Major Non-Controlling Collateral Agent New York UCC Non-Controlling Collateral Agent Non-Controlling Collateral Agent Enforcement Date

Non-Controlling Secured Obligations Non-Controlling Secured Parties Notes Security Agreement Person Possessory Collateral Post-Petition Interest Proceeds Refinance Restricted Subsidiary

Secured Credit Document Senior Class Debt Senior Class Debt Parties Senior Class Debt Representative Senior Lien Series Shared Collateral Swap Obligations Subsidiary

Uniform Commercial Code UCC

Impairment Proceeds

Intervening Creditor

DIP Financing DIP Lenders DIP Financing Liens pari passu

Senior Class Debt Senior Class Debt Representative Senior Class Debt Parties

WILMINGTON TRUST, NATIONAL ASSOCIATION, [ ],

THE GRANTORS LISTED ON SCHEDULE I HERETO

ANNEX I

ANNEX II Joinder Pari Passu Intercreditor Agreement Issuer Collateral Agent [ ] Initial Additional Authorized Representative New Authorized Repre- sentative Authorized Representative Additional Agent

SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW.

Supplement Pari Passu Intercreditor Agreement Issuer Collateral Agent [ ] Initial Additional Authorized Representa- tive New Grantor SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW.

EXHIBIT D Form of ABL Intercreditor Agreement

TABLE OF CONTENTS Page

EXHIBITS

ABL INTERCREDITOR AGREEMENT Agreement ABL Representative Wilmington Trust Company BACKGROUND SECTION 1. Definitions; Terms Generally. ABL Cash Management Agreement

ABL Cash Management Obligations ABL Facility Agreement ABL Facility Collateral Agreement ABL Obligations Collateral Documents ABL Obligations ABL Obligations Documents ABL Obligations Secured Parties

ABL Priority Collateral provided

ABL Priority Pledged Collateral ABL Representative ABL Swap Contract ABL Swap Obligations Account Account Affiliate Agreement Applicable Junior Representative Applicable Pledged Collateral Agent Applicable Senior Representative

Bankruptcy Code Bankruptcy Law Business Day Capital Stock Cash Management Obligations Cash Management Services Class Collateral Collateral Proceeds Account

Company Consent and Acknowledgment Control Controlled Controlling Covered Jurisdiction Covered Jurisdiction Designated Second Priority Representative Designated Senior Representative

Discharge Discharged Disposition Dispose Disposition Dispose Disposition Documents Enforcement Notice

Event of Default First Lien Notes Collateral Agent First Lien Notes Collateral Agreement First Lien Notes Collateral Documents First Lien Notes Documents First Lien Notes Indenture First Lien Notes Obligations First Lien Notes Obligations Secured Parties

First Lien Obligations First Lien Obligations Collateral Documents First Lien Obligations Credit Documents First Lien Obligations Documents First Lien Obligations Representative First Lien Obligations Secured Parties Indebtedness Insolvency or Liquidation Proceeding Inventory Junior Agent Junior Lien Priority Intercreditor Agreement

Junior Lien Priority Intercreditor Representative Junior Secured Obligations Junior Secured Obligations Collateral Junior Secured Obligations Collateral Documents Junior Secured Obligations Documents Junior Secured Obligations Secured Parties Lien Non-ABL Obligations Non-ABL Obligations Documents Non-ABL Obligations Secured Parties Non-ABL Priority Collateral provided

Non-ABL Priority Pledged Collateral obligations Other First Lien Cash Management Agreement Other First Lien Cash Management Obligations Other First Lien Obligations Other First Lien Obligations Agent Other First Lien Obligations Collateral Documents Other First Lien Obligations Credit Document

Other First Lien Obligations Documents Other First Lien Obligations Secured Parties Other First Lien Swap Contract Other First Lien Swap Obligations Other Second Lien Cash Management Agreement Other Second Lien Cash Management Obligations Other Second Lien Obligations Other Second Lien Obligations Agent

Other Second Lien Obligations Collateral Documents Other Second Lien Obligations Credit Document Other Second Lien Obligations Documents Other Second Lien Obligations Secured Parties Other Second Lien Swap Contract Other Second Lien Swap Obligations Pari Passu Intercreditor Agreement Permitted Remedies

Person Plan of Reorganization Pledged Collateral Pledged Collateral Agent Pledgors Post-Petition Claims Post-Petition Financing Recovery Refinance

Refinanced Refinancing Representative Restricted Subsidiary Sale/Leaseback Transaction Second Lien Collateral Agent Second Lien Credit Agreement Second Lien Facility

Second Lien Facility Cash Management Agreement Second Lien Facility Cash Management Obligations Second Lien Facility Collateral Agreement Second Lien Facility Collateral Documents Second Lien Facility Credit Documents Second Lien Facility Documents Second Lien Facility Obligations Second Lien Facility Obligations Secured Parties

Second Lien Facility Swap Contract Second Lien Facility Swap Obligations Second Lien Obligations Second Lien Obligations Collateral Documents Second Lien Obligations Documents Second Lien Obligations Representative Second Lien Obligations Secured Parties Secured Obligations Secured Parties Secured Swap Obligations Senior Agent Senior Secured Obligations Class

Class Senior Secured Obligations Collateral Senior Secured Obligations Collateral Documents Senior Secured Obligations Documents Senior Secured Obligations Secured Parties Series Shared Collateral Standstill Period subsidiary