CBS RADIO INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of October 17, 2016 7.250% SENIOR NOTES DUE 2024Indenture • April 13th, 2017 • CBS Radio Inc. • Radio broadcasting stations • New York
INDENTURE, dated as of October 17, 2016, among CBS Radio Inc., 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.
CREDIT AGREEMENT Dated as of October 17, 2016 among CBS RADIO INC., as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME, THE...Credit Agreement • April 13th, 2017 • CBS Radio Inc. • 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2016 • CBS Radio Inc. • Radio broadcasting stations • Delaware
INDEMNIFICATION AGREEMENT, dated as of [DATE], by and between CBS Radio Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (the “Indemnitee”).
JOINT DIGITAL SERVICES AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS RADIO INC. DATED AS OF , , 2016Joint Digital Services Agreement • December 23rd, 2016 • CBS Radio Inc. • Radio broadcasting stations
This JOINT DIGITAL SERVICES AGREEMENT, dated as of , , 2016 (this “Agreement”), is by and between CBS Corporation, a Delaware corporation (“CBS”), and CBS Radio Inc., a Delaware corporation (“Radio”). CBS and Radio 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 the date hereof, by and between CBS and Radio (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
TAX MATTERS AGREEMENT by and between CBS CORPORATION and CBS RADIO INC. dated as of October 17, 2016Tax Matters Agreement • November 18th, 2016 • CBS Radio Inc. • Radio broadcasting stations
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 17, 2016, by and among CBS Corporation, a Delaware corporation (“CBS”), and 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”). CBS and Radio are herein referred to individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS RADIO INC. DATED AS OF ,Registration Rights Agreement • November 18th, 2016 • CBS Radio Inc. • Radio broadcasting stations
This REGISTRATION RIGHTS AGREEMENT, dated as of , (this “Agreement”), is by and between CBS Radio Inc., a Delaware corporation (“Radio”), and CBS Corporation, a Delaware corporation (“CBS”). CBS and Radio 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 the date hereof, by and between CBS and Radio (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
SIDE LETTER AGREEMENTSide Letter Agreement • April 13th, 2017 • CBS Radio Inc. • Radio broadcasting stations • Delaware
This Side Letter Agreement (this “Agreement”) is made as of February 2, 2017 by and among Entercom Communications Corp., a Pennsylvania corporation (the “Company”), Joseph M. Field, an individual, Marie Field, an individual, and David J. Field, an individual (each a “Holder” and collectively, the “Holders”)). Unless otherwise noted, capitalized terms used but not otherwise defined have the meaning set forth in Section 1.
VOTING AGREEMENTVoting Agreement • April 13th, 2017 • CBS Radio Inc. • Radio broadcasting stations • Pennsylvania
This VOTING AGREEMENT (this “Agreement”), is dated as of February 2, 2017 by and between Entercom Communications Corp., a Pennsylvania corporation (the “Company”) and the shareholder of the Company listed on signature page hereto (the “Shareholder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS RADIO INC. DATED AS OF , , 2016Transition Services Agreement • December 23rd, 2016 • CBS Radio Inc. • Radio broadcasting stations
This TRANSITION SERVICES AGREEMENT, dated as of , , 2016 (this “Agreement”), is by and between CBS Corporation, a Delaware corporation (“CBS”), and CBS Radio Inc., a Delaware corporation (“Radio”). CBS and Radio 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 the date hereof, by and between CBS and Radio (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
MASTER SEPARATION AGREEMENT BETWEEN CBS CORPORATION AND CBS RADIO INC. Dated as of ,Master Separation Agreement • December 23rd, 2016 • CBS Radio Inc. • Radio broadcasting stations
MASTER SEPARATION AGREEMENT (this “Agreement”) dated as of , , by and between CBS Corporation, a Delaware corporation (“CBS”), and CBS Radio Inc., a Delaware corporation (“Radio”). CBS and Radio are herein referred to individually as a “Party” and collectively as the “Parties.”
