Entercom Communications Corp Sample Contracts

INDENTURE
Indenture • May 13th, 2002 • Entercom Communications Corp • Radio broadcasting stations • New York
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as Co-Issuers and
First Supplemental Indenture • May 13th, 2002 • Entercom Communications Corp • Radio broadcasting stations • New York
LOAN AGREEMENT by and among
Loan Agreement • November 4th, 1998 • Entercom Communications Corp • Radio broadcasting stations • Ohio
1 EXHIBIT 10.14 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 4th, 1998 • Entercom Communications Corp • Radio broadcasting stations • New York
by and among
Credit Agreement • December 23rd, 1999 • Entercom Communications Corp • Radio broadcasting stations • New York
ARTICLE I
Registration Rights Agreement • November 4th, 1998 • Entercom Communications Corp • Radio broadcasting stations • New York
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 3rd, 2004 • Entercom Communications Corp • Radio broadcasting stations • New York

This FIRST AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 12, 2004, among Entercom Radio, LLC, a Delaware limited liability company (the “Borrower”), Entercom Communications Corp., a Pennsylvania corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent and L/C Issuer, BANK OF AMERICA, N.A. (“Bank of America”), as Syndication Agent and HARRIS NESBITT, JPMORGAN CHASE BANK and SUNTRUST BANK, as Co-Documentation Agents.

ENTERCOM MEDIA CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of March 25, 2021 6.750% SENIOR SECURED SECOND-LIEN NOTES DUE 2029
Indenture • March 29th, 2021 • Entercom Communications Corp • Radio broadcasting stations • New York

INDENTURE, dated as of March 25, 2021, among Entercom Media Corp., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).

1 EXHIBIT 10.11 TIME BROKERAGE AGREEMENT
Time Brokerage Agreement • November 4th, 1998 • Entercom Communications Corp • Radio broadcasting stations • New York
CREDIT AGREEMENT Dated as of November 1, 2016 among ENTERCOM RADIO, LLC, as the Borrower, ENTERCOM COMMUNICATIONS CORP., as the Parent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, MORGAN STANLEY SENIOR FUNDING,...
Credit Agreement • November 2nd, 2016 • Entercom Communications Corp • Radio broadcasting stations • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of November 1, 2016, among Entercom Radio, LLC, a Delaware limited liability company (the “Borrower”), Entercom Communications Corp., a Pennsylvania corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer.

RECITALS
Credit Agreement • February 11th, 2002 • Entercom Communications Corp • Radio broadcasting stations
AMENDMENT NO. 3, dated as of April 30, 2019 (this “Amendment”), to the Credit Agreement, dated as of October 17, 2016 (as amended by Amendment No. 1, dated as of March 3, 2017, Amendment No. 2, dated as of November 17, 2017 and as otherwise amended,...
Credit Agreement • May 1st, 2019 • Entercom Communications Corp • Radio broadcasting stations • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 17, 2016 among CBS Radio Inc., a Delaware corporation, as borrower (together with its successors and assigns, the “Borrower”), the Guarantors party hereto from time to time, JPMorgan Chase Bank, N.A. (“JPM”), as Administrative Agent, Collateral Agent, the Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

AS BUYER 2 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 2nd, 1999 • Entercom Communications Corp • Radio broadcasting stations • Maryland
CREDIT AGREEMENT Dated as of November 23, 2011 among ENTERCOM RADIO, LLC as the Borrower, ENTERCOM COMMUNICATIONS CORP., as the Parent, BANK OF AMERICA, N.A as Administrative Agent, Swing Line Lender and L/C Issuer, CREDIT SUISSE SECURITIES (USA) LLC...
Credit Agreement • November 25th, 2011 • Entercom Communications Corp • Radio broadcasting stations • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of November 23, 2011, among Entercom Radio, LLC, a Delaware limited liability company (the “Borrower”), Entercom Communications Corp., a Pennsylvania corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer.

Entercom Communications Corp. and American Stock Transfer & Trust Company, LLC as Rights Agent Rights Agreement Dated as of April 20, 2020
Rights Agreement • April 21st, 2020 • Entercom Communications Corp • Radio broadcasting stations • Pennsylvania

case, together with a copy of this Summary of Rights. The Agreement provides that any person who beneficially owned 10% or more of the Class A Common Stock immediately prior to the first public announcement of the adoption of the Agreement, together with any affiliates and associates of that person (each an “Existing Holder”), shall not be deemed to be an “Acquiring Person” for purposes of the Agreement unless the Existing Holder becomes the beneficial owner of one or more additional shares of Class A Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Class A Common Stock in Class A Common Stock or pursuant to a split or subdivision of the outstanding Class A Common Stock). However, if upon acquiring beneficial ownership of one or more additional shares of Class A Common Stock, the Existing Holder does not beneficially own 10% or more (15% or more in the case of a passive institutional investor) of the Class A Common Stock the

1,050,000,000 SENIOR SECURED CREDIT FACILITY CREDIT AGREEMENT
Credit Agreement • August 2nd, 2007 • Entercom Communications Corp • Radio broadcasting stations • New York
1 Exhibit 21.01 SUBSIDIARIES OF THE REGISTRANT
Exhibit 21.01 • September 2nd, 1999 • Entercom Communications Corp • Radio broadcasting stations
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TRADEMARK LICENSE AGREEMENT (TV STATION BRANDS) BY AND BETWEEN CBS BROADCASTING INC. CBS MASS MEDIA CORPORATION AND CBS RADIO INC., AND CERTAIN SUBSIDIARIES OF CBS RADIO INC. DATED AS OF NOVEMBER 16, 2017
Trademark License Agreement • November 17th, 2017 • Entercom Communications Corp • Radio broadcasting stations • Delaware

This TRADEMARK LICENSE AGREEMENT (TV STATION BRANDS) (this “Agreement”), dated as of November 16, 2017 (the “Effective Date”), is by and between CBS Broadcasting Inc., a New York corporation (“CBS Broadcasting”), and CBS Mass Media Corporation, a Delaware corporation (“CBS Mass Media” and together with CBS Broadcasting, the “Licensors”), on the one hand, and CBS Radio Inc., a Delaware corporation (“Radio”), and certain Subsidiaries of Radio that are executing this Agreement as “Licensees” as set forth on the signature pages hereof (together with Radio and its wholly-owned direct and indirect Subsidiaries, the “Licensees”), on the other hand. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meanings set forth in the Separation Agreement, dated as of February 2, 2017, by and between CBS Corporation, a Delaware corporation (“CBS”) and Radio (as amended, modified or supplemented from time to time in accordance with its terms, the “Sepa

AMENDMENT NO. 12
Credit Agreement • December 11th, 2023 • Audacy, Inc. • Radio broadcasting stations

THIS AMENDMENT NO. 12, dated as of December 8, 2023 (this “Amendment”) is among Audacy Capital Corp. (formerly known as ENTERCOM MEDIA CORP.), a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders (constituting the Required Lenders) party hereto.

EMPLOYMENT AGREEMENT Susan LarkinCaliforniaSan Francisco 450000 For Susan Larkin
Employment Agreement • August 7th, 2023 • Audacy, Inc. • Radio broadcasting stations • Pennsylvania

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is by and between Audacy Services, LLC (the “Employer”), for the provision of services to Audacy Operations, Inc. (the “Company”) and Susan Larkin (“Employee”). The Company agrees to employ the Employee and Employee agrees to full-time employment on and subject to the terms and conditions of this Agreement.

JOINT DIGITAL SERVICES AGREEMENT BY AND BETWEEN CBS CORPORATION AND ENTERCOM COMMUNICATIONS CORP. DATED AS OF NOVEMBER 16, 2017
Joint Digital Services Agreement • November 17th, 2017 • Entercom Communications Corp • Radio broadcasting stations

This JOINT DIGITAL SERVICES AGREEMENT, dated as of November 16, 2017 (this “Agreement”), is by and between CBS Corporation, a Delaware corporation (“CBS”), and Entercom Communications Corp., a Pennsylvania corporation (“Entercom”). CBS and Entercom are herein referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of February 2, 2017, by and between CBS and CBS Radio Inc. (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

TAX MATTERS AGREEMENT by and among CBS CORPORATION, CBS RADIO INC., and ENTERCOM COMMUNICATIONS CORP. dated as of November 16, 2017
Tax Matters Agreement • November 17th, 2017 • Entercom Communications Corp • Radio broadcasting stations

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of November 16, 2017, by and among CBS Corporation, a Delaware corporation (“CBS”), CBS Radio Inc. (“Radio”), a Delaware corporation and an indirect wholly owned subsidiary of CBS (CBS and Radio are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”), and Entercom Communications Corp., a Pennsylvania corporation (“Acquiror”). Each of CBS, Radio, and Acquiror are herein referred to individually as a “Party” and collectively as the “Parties.”

TRANSITION SERVICES AGREEMENT BY AND BETWEEN CBS CORPORATION AND ENTERCOM COMMUNICATIONS CORP. DATED AS OF NOVEMBER 16, 2017
Transition Services Agreement • November 17th, 2017 • Entercom Communications Corp • Radio broadcasting stations

This TRANSITION SERVICES AGREEMENT, dated as of November 16, 2017 (this “Agreement”), is by and between CBS Corporation, a Delaware corporation (“CBS”), and Entercom Communications Corp., a Pennsylvania corporation (“Entercom”). CBS and Entercom are herein referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of February 2, 2017, by and between CBS and CBS Radio Inc. (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of September 30, 2024 between AUDACY OPERATIONS, LLC as Servicer, THE ORIGINATORS PARTY HERETO, and AUDACY NEW YORK, LLC as Transferee
Purchase and Sale Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • New York

This SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of September 30, 2024 (this “Agreement”) is among AUDACY OPERATIONS, LLC, a Delaware limited liability company (formerly a Delaware corporation, “Audacy Operations”), as initial servicer (in such capacity, the “Servicer”), the entities party hereto as originators (the “Originators”) and AUDACY NEW YORK, LLC, a Delaware limited liability company (the “Transferee”).

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of September 30, 2024 by and among AUDACY RECEIVABLES, LLC, as Seller, AUTOBAHN FUNDING COMPANY LLC, as Investor, DZ BANK AG DEUTSCHE ZENTRAL- GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN,...
Receivables Purchase Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • New York

This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of September 30, 2024 by and among the following parties:

SECOND AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT dated as of September 30, 2024 between AUDACY OPERATIONS, LLC as Servicer, AUDACY NEW YORK, LLC, as Transferor, and AUDACY RECEIVABLES, LLC, as Transferee
Sale and Contribution Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • New York

THIS SECOND AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT dated as of September 30, 2024 (this “Agreement”) is among AUDACY OPERATIONS, LLC, a Delaware limited liability company (formerly a Delaware corporation, “Audacy Operations”), as initial servicer (in such capacity, the “Servicer”), AUDACY NEW YORK, LLC, a Delaware limited liability company (the “Transferor”) and AUDACY RECEIVABLES, LLC, a Delaware limited liability company (the “Transferee”).

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of January [ ], 2024 among AUDACY CAPITAL CORP., as the Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, THE GUARANTORS PARTY HERETO FROM TIME TO TIME and WILMINGTON...
Senior Secured Superpriority Debtor-in-Possession Credit Agreement • January 8th, 2024 • Audacy, Inc. • Radio broadcasting stations • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of January [ ], 2024 among Audacy Capital Corp., a Delaware corporation, as borrower (the “Borrower”), the Guarantors party hereto from time to time, the lenders party hereto from time to time (collectively, the “Lenders” and, each individually, a “Lender”) and Wilmington Savings Fund Society, FSB, as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”) for the Lenders, and collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties.

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2003 • Entercom Communications Corp • Radio broadcasting stations • Pennsylvania

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of July 1, 2002 (the "Effective Date"), by and between Entercom Communications Corp., a Pennsylvania corporation ("Employer" or the "Company"), and Joseph M. Field ("Executive").

ASSET PURCHASE AGREEMENT between CBS RADIO STATIONS INC. and
Asset Purchase Agreement • November 6th, 2006 • Entercom Communications Corp • Radio broadcasting stations • New York

This ASSET PURCHASE AGREEMENT, made as of the 18th day of August, 2006, is between CBS Radio Stations Inc., a Delaware corporation (Seller”), and Entercom Communications Corp., a Pennsylvania corporation (“Buyer”).

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