BEASLEY FM ACQUISITION CORP. BEASLEY BROADCASTING OF EASTERN NORTH CAROLINA, INC. BEASLEY BROADCASTING OF EASTERN PENNSYLVANIA, INC. BEASLEY BROADCASTING OF ARKANSAS, INC. W&B MEDIA, INC. BEASLEY BROADCASTING OF SOUTHWEST FLORIDA, INC. BEASLEY...Credit Agreement • January 31st, 2000 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
WITNESSETH: -----------Lease Agreement • February 16th, 2001 • Beasley Broadcast Group Inc • Radio broadcasting stations • North Carolina
Exhibit 2.6 ASSET PURCHASE AGREEMENT By and Among BEASLEY BROADCASTING OF AUGUSTA, INC.Asset Purchase Agreement • February 16th, 2001 • Beasley Broadcast Group Inc • Radio broadcasting stations • South Carolina
EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated as of January 31, 2001 (the "Effective Date"), is made by and between Beasley Mezzanine Holdings, LLC, a Delaware limited liability...Executive Employment Agreement • February 16th, 2001 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
AGREEMENT OF PURCHASE AND SALE OF ASSETS ---------------------------------------- This Agreement, dated as of October 31, 2001, by and among Beasley Broadcasting of Nevada, LLC. a North Carolina limited liability company ("Beasley"), KJUL License,...Purchase and Sale Agreement • November 9th, 2001 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERSContribution Agreement • January 12th, 2000 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 27th, 2002 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
WITNESSETH: -----------Agreement of Sale • February 16th, 2001 • Beasley Broadcast Group Inc • Radio broadcasting stations • Georgia
1 EXHIBIT 1.1 6,850,000 SHARES BEASLEY BROADCAST GROUP, INC. CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2000 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
BEASLEY MEZZANINE HOLDINGS, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Second Lien Collateral Agent INDENTURE Dated as of October 8, 2024 9.200% SENIOR SECURED SECOND LIEN NOTES...Indenture • October 15th, 2024 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
INDENTURE, dated as of October 8, 2024, among Beasley Mezzanine Holdings, LLC, a Delaware limited liability company (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as second lien collateral agent (in such capacity, the “Second Lien Collateral Agent”).
EXHIBIT 10.8 CREDIT AGREEMENT DATED AS OF AUGUST 31, 2000Credit Agreement • November 8th, 2000 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
WITNESSETH:Sale Agreement • February 16th, 2001 • Beasley Broadcast Group Inc • Radio broadcasting stations • Florida
Class A Common Stock BEASLEY BROADCAST GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2018 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
Beasley Broadcast Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), confirms and agrees with the proposal by the persons named in Schedule II hereto (the “Selling Stockholders”) to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,126,147 shares of its Class A common stock, par value $0.001 per share (the “Common Stock”) and as set forth in Schedule II hereto (the “Firm Shares”). The Selling Stockholders also propose to sell to the several Underwriters up to an additional 468,922 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 3(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. Guggenheim Securities, LLC (“Guggenheim”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares con
EXHIBIT E ---------Lease Agreement • February 16th, 2001 • Beasley Broadcast Group Inc • Radio broadcasting stations
CREDIT AGREEMENT Dated as of November 17, 2017 among BEASLEY BROADCAST GROUP, INC., as Holdings, BEASLEY MEZZANINE HOLDINGS, LLC, as the Borrower THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME U.S. BANK NATIONAL ASSOCIATION as Administrative...Credit Agreement • November 17th, 2017 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
This CREDIT AGREEMENT is entered into as of November 17, 2017 (as amended, restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) among Beasley Broadcast Group, Inc., a Delaware corporation (“Holdings”), Beasley Mezzanine Holdings, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, U.S. Bank National Association, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Joint Filing AgreementJoint Filing Agreement • August 30th, 2002 • Beasley Broadcast Group Inc • Radio broadcasting stations
The undersigned hereby acknowledge and agree that the foregoing statement on Schedule 13D with respect to the shares of Class A Common Stock, par value $0.001 per share, of Beasley Broadcast Group, Inc., is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2021 • Beasley Broadcast Group Inc • Radio broadcasting stations • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 20, 2021, is made by and between Beasley Broadcast Group, Inc., a Delaware limited liability company (together with any successor thereto, the “Company”) and B. Caroline Beasley (the “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENT DATED FEBRUARY 27,2004 BY, BETWEEN AND AMONG BEASLEY MEZZANINE HOLDINGS, LLC, BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETOCredit Agreement • August 6th, 2004 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
This FIRST AMENDMENT (the “Amendment”) dated as of June 18, 2004, is entered into by, between and among BEASLEY MEZZANINE HOLDINGS, LLC, (“Borrower”), BANK OF MONTREAL, CHICAGO BRANCH (“Bank of Montreal”), as administrative agent for Lenders (in such capacity the “Administrative Agent”), and THE LENDERS (as defined in the Credit Agreement).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 19th, 2005 • Beasley Broadcast Group Inc • Radio broadcasting stations • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of May 13, 2005, is made by and between Beasley Mezzanine Holdings, LLC, a Delaware limited liability company (together with any successor thereto, the “Company”) and Bruce G. Beasley (the “Executive”).
CREDIT AGREEMENT dated as of November 30, 2015 among BEASLEY MEZZANINE HOLDINGS, LLC, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, and BANKUNITED N.A. and FLORIDA COMMUNITY...Credit Agreement • December 1st, 2015 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
This CREDIT AGREEMENT is dated as of November 30, 2015, and entered into by, between and among BEASLEY MEZZANINE HOLDINGS, LLC (“Borrower”), the Lenders (as defined below), the L/C Issuers (as defined below) and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as administrative agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, “Administrative Agent”).
SECOND AMENDMENT TO EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • February 2nd, 2001 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
1 EXHIBIT 10.10 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION UNDER SAID ACT OR ANY APPLICABLE...Purchase Price Note • January 31st, 2000 • Beasley Broadcast Group Inc • Radio broadcasting stations • Florida
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2021 • Beasley Broadcast Group Inc • Radio broadcasting stations • Florida
This Employment Agreement (“Agreement”) made this 20th day of September, 2021, by and between Beasley Mezzanine Holdings, LLC (“Employer”) and Marie Tedesco (“Employee”) (Employer and Employee each “Party”).
ASSET EXCHANGE AGREEMENTAsset Exchange Agreement • October 3rd, 2014 • Beasley Broadcast Group Inc • Radio broadcasting stations • Delaware
THIS ASSET EXCHANGE AGREEMENT (this “Agreement”) is made as of October 1, 2014 by and among Beasley FM Acquisition Corp., a Delaware corporation, Beasley-Reed Acquisition Partnership, a Florida partnership, WXTU License Limited Partnership, a Delaware limited partnership, WKIS License Limited Partnership, a Delaware limited partnership, WDAS License Limited Partnership, a Delaware limited partnership, WPOW License Limited Partnership, a Delaware limited partnership, WQAM License Limited Partnership, a Delaware limited partnership, and WCHZ License, LLC, a Delaware limited liability company (collectively, “Beasley”), and CBS Radio Stations Inc., a Delaware corporation (“CBS”).
AMENDMENT AND WAIVER TO CREDIT AGREEMENT April 3, 2013Credit Agreement • April 4th, 2013 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
THIS AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Agreement”) is made as of April 3, 2013, by and among BEASLEY MEZZANINE HOLDINGS, LLC (the “Borrower”), the undersigned Lenders and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 25th, 2024 • Beasley Broadcast Group Inc • Radio broadcasting stations • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of October 23, 2024, is made by and between Beasley Broadcast Group, Inc., a Delaware limited liability company (together with any successor thereto, the “Company”) and Lauren Burrows, a/k/a Lauren Burrows Coleman (the “Executive”).
AMENDMENT NO. 3 TO CREDIT AGREEMENT June 17, 2014Credit Agreement • June 17th, 2014 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Agreement”) is made as of June 17, 2014, by and among BEASLEY MEZZANINE HOLDINGS, LLC (the “Borrower”), the undersigned Lenders and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
CONSENT TO ASSET EXCHANGE AGREEMENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT December 1, 2014Consent to Asset Exchange Agreement and Amendment No. 4 to Credit Agreement • December 2nd, 2014 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
THIS CONSENT TO ASSET EXCHANGE AGREEMENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Agreement”) is made as of November 5, 2014, by and among BEASLEY MEZZANINE HOLDINGS, LLC (the “Borrower”), the undersigned Lenders and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
AMENDMENT NO. 2 TO CREDIT AGREEMENT November 7, 2013Credit Agreement • November 8th, 2013 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”) is made as of November 7, 2013, by and among BEASLEY MEZZANINE HOLDINGS, LLC (the “Borrower”), the undersigned Lenders and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
ASSET PURCHASE AGREEMENT AMONG BEASLEY FM ACQUISITION CORPORATION, BEASLEY BROADCASTING OF NEVADA, LLC, WAEC LICENSE LIMITED PARTNERSHIP, KJUL LICENSE LLC AND SILVER STATE BROADCASTING LLC DATED AS OF MAY 27, 2009Asset Purchase Agreement • August 5th, 2009 • Beasley Broadcast Group Inc • Radio broadcasting stations • Nevada
This Agreement, dated as of May 27, 2009, is by and among Beasley FM Acquisition Corporation, a Delaware corporation, Beasley Broadcasting of Nevada, LLC, a North Carolina limited liability company, WAEC License Limited Partnership, a Delaware limited partnership and KJUL License LLC, a North Carolina limited liability company (referred to herein collectively as (“Seller”), and Silver State Broadcasting LLC, a Nevada limited liability company (“Buyer”).
Joint Filing AgreementJoint Filing Agreement • June 26th, 2009 • Beasley Broadcast Group Inc • Radio broadcasting stations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Beasley Broadcast Group, Inc., a Delaware company, and that this Agreement may be included as an Exhibit to such joint filing.
AGREEMENT AND PLAN OF MERGER by and among GREATER MEDIA, INC. BEASLEY BROADCAST GROUP, INC. BEASLEY MEDIA GROUP 2, INC. and PETER A. BORDES, JR., as the Stockholders’ Representative Dated as of: July 19, 2016Agreement and Plan of Merger • July 20th, 2016 • Beasley Broadcast Group Inc • Radio broadcasting stations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of the 19th day of July, 2016, by and among GREATER MEDIA, INC., a Delaware corporation (the “Company”), BEASLEY BROADCAST GROUP, INC., a Delaware corporation (“Buyer”), Beasley Media Group 2, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Buyer (“MergerCo” and, together with Buyer, “Buyer Parties”), and Peter A. Bordes Jr., as the Stockholders’ Representative. Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 9.1.
FIFTH AMENDMENT TO CREDIT AGREEMENT DATED FEBRUARY 27, 2004 BY, BETWEEN AND AMONG BEASLEY MEZZANINE HOLDINGS, LLC, BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETOCredit Agreement • April 18th, 2007 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
This FIFTH AMENDMENT (the “Amendment”) dated as of April 13, 2007, is entered into by, between and among BEASLEY MEZZANINE HOLDINGS, LLC (“Borrower”), BANK OF MONTREAL, CHICAGO BRANCH (“Bank of Montreal”), as administrative agent for Lenders (in such capacity the “Administrative Agent”), and THE LENDERS (as defined in the Credit Agreement).
SUPPLEMENTAL INDENTURESupplemental Indenture • October 15th, 2024 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
SUPPLEMENTAL INDENTURE, dated as of October 8, 2024 (this “Supplemental Indenture”), by and among Beasley Mezzanine Holdings LLC, a Delaware limited liability company (the “Issuer”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Collateral Agent”), to that certain indenture, dated as of February 2, 2021 (as amended, supplemented or otherwise modified to date, the “Indenture”), by and among the Issuer, each of the parties identified as a Guarantor on the signature pages thereto (the “Guarantors”), the Trustee and the Collateral Agent.
SEVENTH AMENDMENT TO CREDIT AGREEMENT DATED FEBRUARY 27, 2004 BY, BETWEEN AND AMONG BEASLEY MEZZANINE HOLDINGS, LLC, BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETOCredit Agreement • March 11th, 2010 • Beasley Broadcast Group Inc • Radio broadcasting stations • New York
This SEVENTH AMENDMENT (the “Amendment”) dated as of March 5, 2010, is entered into by, between and among BEASLEY MEZZANINE HOLDINGS, LLC (“Borrower”), BEASLEY BROADCAST GROUP, INC. (“Holdings”), THE OTHER CREDIT PARTIES (as defined in the Credit Agreement), BANK OF MONTREAL, CHICAGO BRANCH (“Bank of Montreal”), as administrative agent for Lenders (in such capacity the “Administrative Agent”), and THE LENDERS (as defined in the Credit Agreement) party hereto.
