EXHIBIT 10.15 EMPLOYMENT AGREEMENT This Agreement ("Agreement") is entered into by and between Andrew Zaref ("Employee") and Westwood One, Inc., a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, the Company desires to engage the services of...Employment Agreement • March 16th, 2005 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
EXHIBIT 10.4 CREDIT AGREEMENT dated as of March 3, 2004Credit Agreement • March 15th, 2004 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of June 1995, by and between WESTWOOD ONE RADIO, INC., a California corporation (hereinafter referred to as "Westwood" or "Company") and Gregory P. Batusic (hereinafter...Employment Agreement • March 28th, 1996 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
Exhibit 10.13 Lease between Lefrak SBN LP and Westwood One, Inc. (5th floor) and sublease between Infinity and Westwood One, Inc. (15th floor) Tenant hereby acknowledges and agrees that Owner shall have no obligation to furnish Tenant and/or the...Lease Agreement • March 31st, 2000 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
DATED AS OFManagement Agreement • June 4th, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This employment agreement (the "Agreement") is made as of April 29, 1998 and amends and restates in its entirety the employment agreement, as amended, dated as of October 18, 1993 (the "Prior Agreement"), by and...Employment Agreement • March 31st, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware
AMONGMerger Agreement • June 4th, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
EXHIBIT 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of August 20, 1999, is among WESTWOOD ONE, INC., a Delaware corporation ("Parent"), COPTER ACQUISITION CORP., a Delaware...Agreement and Plan of Merger • October 1st, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services
Exhibit 3 CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of June 1, 1999, by and between Westwood One, Inc. a Delaware corporation (the "Company"), and David I. Saperstein (the "Executive"). WHEREAS, Executive is currently employed by Metro...Consulting Agreement • June 11th, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services
EXHIBIT 10.1 STOCK OPTION AGREEMENT This Agreement is dated as of (date) into by and between Westwood One, Inc. ("Westwood" or "Company") and (FirstName) (LastName) ("Participant"). Reference is made to the Company's 1999 Stock Incentive Plan, as...Stock Option Agreement • October 12th, 2004 • Westwood One Inc /De/ • Services-amusement & recreation services
FIRST AMENDMENTCredit Agreement • November 14th, 2002 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
AMENDED AND RESTATED CREDIT AGREEMENT amongCredit Agreement • November 8th, 1996 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
EXHIBIT 10.16 EMPLOYMENT AGREEMENT This agreement ("Agreement") is entered into by and between Peter Kosann ("Employee") and Westwood One, Inc., a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, the Company is in the business of selling...Employment Agreement • March 16th, 2005 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
ASSET PURCHASE AGREEMENT By and Among WESTWOOD ONE BROADCASTING SERVICES, INC. CHICAGO SHADOW TRAFFIC LIMITED PARTNERSHIP NEW YORK SHADOW TRAFFIC LIMITED PARTNERSHIP LOS ANGELES SHADOW TRAFFIC LIMITED PARTNERSHIP PHILADELPHIA EXPRESS TRAFFIC LIMITED...Asset Purchase Agreement • March 28th, 1996 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
AMENDMENT NO. 5 AMENDMENT NO. 5, dated as of December 1, 1995, between WESTWOOD ONE, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "COMPANY"), each of the Subsidiaries of the Company identified...Credit Agreement • March 28th, 1996 • Westwood One Inc /De/ • Services-amusement & recreation services
RECITALS:Employment Agreement • March 16th, 2005 • Westwood One Inc /De/ • Services-amusement & recreation services
EMPLOYMENT AGREEMENT This Agreement is made and entered into as of the 10th day of April, 1995, by and between WESTWOOD ONE RADIO NETWORKS, INC., a Delaware corporation (hereinafter referred to as "Westwood" or "Company") and Jeff Lawenda (hereinafter...Employment Agreement • March 28th, 1996 • Westwood One Inc /De/ • Services-amusement & recreation services
Exhibit 2 COMPANY STOCKHOLDER VOTING AGREEMENT COMPANY STOCKHOLDER VOTING AGREEMENT, dated as of June 1, 1999 (this "Agreement"), by and among WESTWOOD ONE, INC., a Delaware corporation ("Parent"), and each of the other signatories hereto (each, a...Stockholder Voting Agreement • June 11th, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware
Article 1 ServicesRepresentation Agreement • June 4th, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
WESTWOOD ONE, INC. 7,000,000 Shares Common Stock ($0.01 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
Westwood One, Inc., a Delaware corporation (the “Company”), proposes to issue and sell, and each person or entity (each, a “Selling Stockholder”) identified as a Selling Stockholder in Schedule C annexed hereto, proposes to sell, to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 7,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, of which 6,500,000 Firm Shares are to be issued and sold by the Company and an aggregate of 500,000 are to be sold by the Selling Stockholders. The number of Firm Shares to be sold by each Selling Stockholder is the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto. In addition, solely for the purpose of covering over-allotments, the Selling Stockholders propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to an ad
AMENDMENT NO. 4 AMENDMENT NO. 4 dated as of April 6, 1995, between WESTWOOD ONE, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"); each of the Subsidiaries of the Company identified under...Amendment No. 4 • March 28th, 1996 • Westwood One Inc /De/ • Services-amusement & recreation services
FIRST AMENDMENT FIRST AMENDMENT, dated as of September 11, 1998 (this "Amendment"), to the Amended and Restated Credit Agreement (as amended, supplemented or otherwise modified from time to time), dated as of September 30, 1996, (the "Credit...Credit Agreement • November 13th, 1998 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
ISDA® International Swaps and Derivatives Association, Inc. MASTER AGREEMENT dated as of September 27, 2004Isda Master Agreement • September 29th, 2004 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED and NORMAN J. PATTIZ (the “Counterparty”) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
EMPLOYMENT AGREEMENTEmployment Agreement • May 21st, 2012 • Dial Global, Inc. /De/ • Radio broadcasting stations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
DIAL GLOBAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2011 • Dial Global, Inc. /De/ • Radio broadcasting stations • California
THIS EMPLOYMENT AGREEMENT is made as of December 20, 2011, by and between Dial Global, Inc., a Delaware corporation (the “Company”), and Ken Williams (“Executive”).
REGISTRATION AGREEMENTRegistration Agreement • October 27th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware
This REGISTRATION AGREEMENT (this “Agreement”), dated as of October 21, 2011, is made by and among (i) Westwood One, Inc., a Delaware corporation (the “Corporation”), (ii) Triton Media Group, LLC, a Delaware limited liability company (“Triton Media” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Triton Media, “Triton”), and (iii) Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores Radio” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Gores Radio, “Gores”). Triton and Gores are collectively referred to herein as the “Securityholders.” Capitalized terms used but not defined herein have the meanings set forth in Section 9 below.
STOCK OPTION AGREEMENTStock Option Agreement • December 9th, 2005 • Westwood One Inc /De/ • Services-amusement & recreation services
This Agreement is dated as of [date] and is entered into by and between Westwood One, Inc. (“Westwood” or “Company”) and [name] (“Participant”). Reference is made to the Company’s 2005 Equity Compensation Plan, as amended (the “Plan”). Pursuant to the Plan, the Company grants a Non-Qualified Stock Option (also referred to as a “Stock Option” herein) to purchase shares of the Common Stock, $.01 par value per share, of the Company (“Common Stock”) as set forth below. A summary is set forth in the attached Exhibit “A” which is incorporated by this reference.
WESTWOOD ONE, INC. WAIVER AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
THIS WAIVER AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of October 14, 2009, by and among Westwood One, Inc., a Delaware corporation (the “Company”), and the financial institutions that hold the Notes (collectively, the “Noteholders”). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Securities Purchase Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2007 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
This agreement (“Agreement”) is entered into by and between David Hillman (“Employee”) and Westwood One, Inc., a Delaware corporation (the “Company”).
WESTWOOD ONE, INC. WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • California
THIS WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is made and entered into as of October 14, 2009, by and among Westwood One, Inc., a Delaware corporation (the “Company”), the lenders under the Credit Agreement (defined below) (the “Lenders”) that are signatory hereto, and Wells Fargo Foothill, LLC, as administrative agent for the Lenders (“Administrative Agent”). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Credit Agreement (defined below).
SECOND AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENTCredit Agreement • November 20th, 2012 • Dial Global, Inc. /De/ • Radio broadcasting stations • New York
This Second Amendment and Limited Waiver (“Agreement”) to Credit Agreement is entered into as of November 15, 2012 (the “Second Amendment Effective Date”), by and among DIAL GLOBAL, INC. (f/k/a WESTWOOD ONE, INC.), a Delaware corporation (the “Borrower”), and the Lenders party hereto.
August 20, 1999 Metro Networks, Inc. 2800 Post Oak Blvd. Houston, Texas 77056 Re: Agreement and Plan of Merger, dated as of June 1, 1999, as amended, among Westwood One, Inc., Copter Acquisition Corp. and Metro Networks, Inc....Agreement and Plan of Merger • August 20th, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services
RESTRICTED STOCK UNIT AGREEMENT UNDER THE WESTWOOD ONE, INC. 2005 EQUITY COMPENSATION PLANRestricted Stock Unit Agreement • March 17th, 2006 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
THIS AGREEMENT, made as of the ___day of [month], [year], by and between Westwood One, Inc., a Delaware corporation (the “Company”) and [name] (the “Participant”).
AGREEMENT OF SUBLEASE MARSH & MCLENNAN COMPANIES, INC., Sublessor and WESTWOOD ONE RADIO NETWORKS, INC. SublesseeSublease Agreement • November 20th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
WHEREAS, by Lease dated as of March 14, 2000, by and between 1166 LLC, as landlord (“Landlord”) and JPMorgan Chase Bank (then known as The Chase Manhattan Bank), as tenant (“JPMC”), (as such Lease may, subject to the limitations contained in this Sublease, be amended, modified or supplemented from time to time (as shown on Exhibit A annexed hereto) (the “Prime Lease”), Landlord leased to JPMC certain premises located on the Cellar, 7th, 8th, 9th, 10th, 11th, 12th, 14th, 15th, 16th, 17th, 18th, 19th, 20th and 21st Floors (collectively, the “Premises”) in the building known by the street address 1166 Avenue of the Americas, New York, New York (the “Building”), which Premises are more particularly described in the Prime Lease, a true and correct copy of which has been delivered to Sublessee.
