FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2024 • Cars.com Inc. • Services-computer processing & data preparation • New York
Fifth Amendment, dated as of May 6, 2024 (this “Amendment”), to the Credit Agreement dated as of May 31, 2017 (as amended by that certain First Amendment to Credit Agreement, dated as of October 4, 2019, that certain Second Amendment to Credit Agreement, dated as of June 15, 2020, that certain Third Amendment to Credit Agreement, date as of October 30, 2020, and that certain Fourth Amendment to Credit Agreement, dated as of June 23, 2023 (the “Existing Credit Agreement”), and as amended by this Amendment and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CARS.COM INC. (the “Borrower”), the SUBSIDIARY GUARANTORS party thereto, the lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). JPMorgan is acting as sole lead arranger in connection with this Amendment (in such capacity, the “Fifth Amendment Lead Arranger”) and JPMorgan, Citizens Bank, N.A
as Trustee 6.375% SENIOR NOTES DUE 2028Indenture • October 30th, 2020 • Cars.com Inc. • Services-computer processing & data preparation • New York
This Indenture, dated as of October 30, 2020, is by and among Cars.com Inc., a Delaware corporation (collectively with successors and assigns, the “Company”), the Subsidiary Guarantors party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”), paying agent and registrar.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN TEGNA INC. AND CARS.COM INC. DATED AS OF MAY 31, 2017Separation and Distribution Agreement • June 5th, 2017 • Cars.com Inc. • Services-computer processing & data preparation • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 31, 2017 (this “Agreement”), is by and between TEGNA Inc., a Delaware corporation (“Parent”), and Cars.com Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENTTax Matters Agreement • June 5th, 2017 • Cars.com Inc. • Services-computer processing & data preparation • Delaware
This Tax Matters Agreement (the “Agreement”), dated as of May 31, 2017, is by and among TEGNA Inc., a Delaware corporation (“Parent”), and Cars.com Inc., a Delaware corporation (“SpinCo”), and all of its direct and indirect Subsidiaries (SpinCo and its present and future Subsidiaries shall be collectively referred to herein as the “SpinCo Entities”).
CARS.COM SHARE APPRECIATION RIGHTS AWARD AGREEMENTShare Appreciation Rights Award Agreement • April 28th, 2017 • Cars.com Inc. • Services-computer processing & data preparation
Cars.com, LLC (the “Company”) is pleased to award you this Share Appreciation Rights Award (this “Award”), effective as of January 1, 2016 (the “Award Date”). This Award is subject to the terms of this Share Appreciation Rights Award Agreement (this “Agreement”) and is made under, and is subject to, the Cars.com Share Appreciation Rights Plan (the “Plan”), which is incorporated into this Agreement by reference. This Award is intended to conform in all respects with, and is subject to, all applicable provisions of the Plan. Inconsistencies between this Agreement and the Plan will be resolved in accordance with the terms of the Plan. Any capitalized terms used herein that are otherwise undefined shall have the same meaning provided in the Plan.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN TEGNA INC. AND CARS.COM INC. DATED AS OF MAY 31, 2017Employee Matters Agreement • June 5th, 2017 • Cars.com Inc. • Services-computer processing & data preparation • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of May 31, 2017 (this “Agreement”), is by and between TEGNA Inc., a Delaware corporation (“Parent”), and Cars.com Inc., a Delaware corporation (“SpinCo”).
RESTRICTED STOCK UNIT AWARD AGREEMENT Under the Cars.com Inc. Omnibus Incentive Compensation PlanRestricted Stock Unit Award Agreement • July 31st, 2020 • Cars.com Inc. • Services-computer processing & data preparation • Delaware
This Award Agreement governs the grant of Restricted Stock Units (referred to herein as “Stock Units”) to the director (the “Director”) designated in the Notice of Grant dated coincident with this Award Agreement. The Stock Units are granted under, and are subject to, the Cars.com Inc. (the “Company”) Omnibus Incentive Compensation Plan, as amended (the “Plan”). Terms used herein that are defined in the Plan shall have the meaning ascribed to them in the Plan or, to the extent applicable, the Notice of Grant. If there is any inconsistency between this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.
RESTRICTED STOCK UNIT AWARD AGREEMENT Under the Cars.com Inc. Omnibus Incentive Compensation PlanRestricted Stock Unit Award Agreement • May 6th, 2020 • Cars.com Inc. • Services-computer processing & data preparation • Delaware
This Award Agreement governs the grant of Restricted Stock Units (referred to herein as “Stock Units”) to the employee (the “Employee”) designated in the Notice of Grant dated coincident with this Award Agreement. The Stock Units are granted under, and are subject to, the Cars.com Inc. (the “Company”) Omnibus Incentive Compensation Plan, as amended (the “Plan”). Terms used herein that are defined in the Plan shall have the meaning ascribed to them in the Plan or, to the extent applicable, the Notice of Grant. If there is any inconsistency between this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN TEGNA INC. AND CARS.COM INC. DATED AS OF MAY 31, 2017Transition Services Agreement • June 5th, 2017 • Cars.com Inc. • Services-computer processing & data preparation • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of May 31, 2017 (this “Agreement”), is by and between TEGNA Inc., a Delaware corporation (“Parent”), and Cars.com Inc., a Delaware corporation (“SpinCo”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2017 • Cars.com Inc. • Services-computer processing & data preparation • Georgia
This Employment Agreement (“Agreement”) is entered into as of November 4, 2014 by and between Cars.com, a Gannett company (“Employer”), and Alex Vetter, an individual residing at 1138 N. Hoyne, Chicago, IL 60622 (“Executive”).
September 13, 2018Separation Agreement • February 28th, 2019 • Cars.com Inc. • Services-computer processing & data preparation • Illinois
This letter memorializes the terms we have agreed upon in connection with your separation of employment from Cars.com, LLC (the “Company”), in recognition of your long and valuable service to the Company and your agreement to assist us during the next 90 days with Doug Miller’s assumption of the role of Chief Revenue Officer.
Subject: Separation Agreement Dear Jim:Separation Agreement • August 3rd, 2022 • Cars.com Inc. • Services-computer processing & data preparation • Illinois
This letter (our “Separation Agreement”) memorializes the terms we have agreed upon in connection with your separation of employment from Cars.com, LLC (the “Company”), effective April 30, 2022. Your termination of employment constitutes a “Qualifying Termination” as defined in the Company’s Executive Severance Plan as currently in effect (the “Plan”), entitling you to the “Severance Benefits” as defined in the Plan and described in detail below, subject to the terms and conditions of the Plan, including signing and not revoking this Separation Agreement:
AWARD AGREEMENT STOCK UNITSAward Agreement • April 28th, 2017 • Cars.com Inc. • Services-computer processing & data preparation • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2017, constitute the formal agreement governing this award.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 7th, 2019 • Cars.com Inc. • Services-computer processing & data preparation • New York
First Amendment, dated as of October 4, 2019 (this “Amendment”), to the Credit Agreement dated as of May 31, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CARS.COM INC. (the “Borrower”), the SUBSIDIARY GUARANTORS party thereto, the lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 16th, 2020 • Cars.com Inc. • Services-computer processing & data preparation • New York
Second Amendment, dated as of June 15, 2020 (this “Amendment”), to the Credit Agreement dated as of May 31, 2017 (as amended by that certain First Amendment to Credit Agreement, dated as of October 4, 2019, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CARS.COM INC. (the “Borrower”), the SUBSIDIARY GUARANTORS party thereto, the lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
STOCK OPTION AWARD AGREEMENT Under the Cars.com Inc. Omnibus Incentive Compensation PlanStock Option Award Agreement • May 6th, 2020 • Cars.com Inc. • Services-computer processing & data preparation • Delaware
This Stock Option Award Agreement (“Award Agreement”), dated March 18, 2020, governs the grant of options to purchase Cars.com Inc. common stock (“Common Stock”) under the Cars.com Inc. Omnibus Incentive Compensation Plan, as amended (the “Plan”), to the employee (the “Option Holder”) as designated in the Notice of Grant (“Notice of Grant”) attached to this Award Agreement. The Option is granted under, and is subject to, the Plan. Terms used herein that are defined in the Plan shall have the meaning ascribed to them in the Plan or, to the extent applicable, the Notice of Grant. If there is any inconsistency between this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.
FOR IMMEDIATE RELEASEAdvertising and Marketing Agreement • January 31st, 2018 • Cars.com Inc. • Services-computer processing & data preparation
The converting markets include Los Angeles and Chicago, the nation’s second and third largest markets for new vehicle sales in 2017, according to Cars.com’s data, which is aligned with Nielsen’s household DMA statistics. More than 2,000 dealer customers will convert from tronc’s affiliate network into Cars.com’s direct sales channel.
