7,000,000 CLASS A COMMON SHARES (PAR VALUE $0.01 PER SHARE)Underwriting Agreement • April 25th, 2003 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
THE E.W. SCRIPPS COMPANY ("COMPANY") DEBT SECURITIES TERMS AGREEMENTTerms Agreement • December 16th, 2002 • Scripps E W Co /De • Newspapers: publishing or publishing & printing
Exhibit 1 THE E.W. SCRIPPS COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT ---------------------- 1. Introductory. The E.W. Scripps Company, a Delaware corporation ("Company"), proposes to issue and sell from time to time certain of its unsecured debt...Underwriting Agreement • September 29th, 1997 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
THE E.W. SCRIPPS COMPANY (ISSUER) AND JPMORGAN CHASE BANK (TRUSTEE) INDENTURE DATED AS OF _____________, 2002Scripps E W Co /De • October 7th, 2002 • Newspapers: publishing or publishing & printing • Ohio
AmongScripps E W Co /De • October 7th, 2002 • Newspapers: publishing or publishing & printing • New York
Exhibit 1.2 THE E.W. SCRIPPS COMPANY (AN OHIO CORPORATION) 1,260,000 CLASS A COMMON SHARES INTERNATIONAL PURCHASE AGREEMENT DATED: JUNE __, 1998 TABLE OF CONTENTS PURCHASE AGREEMENTScripps E W Co /De • June 11th, 1998 • Newspapers: publishing or publishing & printing • New York
THE E.W. SCRIPPS COMPANY Issuer and THE CHASE MANHATTAN BANK Trustee INDENTUREScripps E W Co /De • September 29th, 1997 • Newspapers: publishing or publishing & printing • Ohio
Exhibit 1.1 THE E.W. SCRIPPS COMPANY (AN OHIO CORPORATION) 5,040,000 CLASS A COMMON SHARES U.S. PURCHASE AGREEMENT DATED: JUNE __, 1998Purchase Agreement • June 11th, 1998 • Scripps E W Co /De • Newspapers: publishing or publishing & printing
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 28, 2017 among THE E.W. SCRIPPS COMPANY, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, SUNTRUST BANK,...Credit Agreement • May 3rd, 2017 • E.W. SCRIPPS Co • Television broadcasting stations • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2017, by and among THE E.W. SCRIPPS COMPANY, an Ohio corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
SCRIPPS ESCROW, INC.,E.W. SCRIPPS Co • July 31st, 2019 • Television broadcasting stations • New York
THIS INDENTURE, dated as of July 26, 2019, is among Scripps Escrow Inc. (the “Es- crow Issuer”), as issuer of the 5.875% Senior Notes due 2027 (the “Notes”), The E.W. Scripps Company (“Scripps”) and U.S. Bank National Association, as trustee (the “Trustee”) and, after the Escrow Release Date, the Subsidiary Guarantors then party hereto. The Company (as such term is defined in Section 1.01 hereof), the Trustee and, for purposes of Articles X and XI only, Scripps, agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Notes:
FIRST AMENDMENT TO JOINT OPERATING AGREEMENT EXHIBIT 10.04 This FIRST AMENDMENT TO JOINT OPERATING AGREEMENT (this "Amendment") is dated January 22, 2001, by and among The Denver Post Corporation, a Delaware corporation ("Denver Post"), Eastern...Joint Operating Agreement • March 27th, 2001 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • Colorado
REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of December 9, 2011 among THE E.W. SCRIPPS COMPANY, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, SUNTRUST BANK, as Administrative Agent, ROYAL BANK OF CANADA, as Documentation...Revolving Credit and Term Loan Agreement • December 13th, 2011 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2011, by and among THE E.W. SCRIPPS COMPANY, an Ohio corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
REGISTRATION RIGHTS AGREEMENT by and between The E.W. Scripps Company and Berkshire Hathaway Inc. Dated as of January 7, 2021Registration Rights Agreement • January 8th, 2021 • E.W. SCRIPPS Co • Television broadcasting stations • New York
THIS REGISTRATION RIGHTS AGREEMENT, is made and entered into as of January 7, 2021, by and between The E.W. Scripps Company, an Ohio corporation (the “Company”), and Berkshire Hathaway Inc., a Delaware corporation (the “Investor”).
EMPLOYMENT AGREEMENT EXHIBIT 10.62 THIS EMPLOYMENT AGREEMENT is entered into as of July 20, 1999, between THE E. W. SCRIPPS COMPANY, an Ohio corporation (the "Company"), and KENNETH W. LOWE ("Executive"). W I T N E S S E T H : WHEREAS, the Company and...Employment Agreement • March 27th, 2001 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • Ohio
PURCHASE AGREEMENTPurchase Agreement • April 26th, 2017 • E.W. SCRIPPS Co • Television broadcasting stations • New York
The E.W. Scripps Company, an Ohio corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Initial Purchasers named on Exhibit A hereto (collectively, the “Initial Purchasers,” which term shall also include any person substituted for an Initial Purchaser pursuant to Section 10 hereof), for whom Wells Fargo is acting as Representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of $400,000,000 in aggregate principal amount of the Company’s 5.125% Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of April 28, 2017 (the “Indenture”) among the Company, the Guarantors referred to below, and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Securities, including the due and punctual payment of int
SCRIPPS ESCROW II, INC., As Escrow Issuer, THE E.W. SCRIPPS COMPANY, AND U.S. BANK NATIONAL ASSOCIATION, As Trustee and Notes Collateral Agent INDENTURE Dated as of December 30, 2020 3.875% SENIOR SECURED NOTES DUE 2029E.W. SCRIPPS Co • December 30th, 2020 • Television broadcasting stations • New York
THIS INDENTURE, dated as of December 30, 2020, is among Scripps Escrow II, Inc. (the “Escrow Issuer”), as issuer of the 3.875% Senior Secured Notes due 2029 (the “Notes”), The E.W. Scripps Company (“Scripps”) and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Notes Collateral Agent”) and, after the Escrow Release Date, the Subsidiary Guarantors then party hereto. The Escrow Issuer, the Company (as such term is defined in Section 1.01 hereof), the Trustee and the Notes Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Notes:
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 28, 2017 (as amended by the First Amendment, dated as of October 2, 2017, the Second Amendment, dated as of April 3, 2018, the Third Amendment, dated as of November 20, 2018, the Fourth...Credit Agreement • August 4th, 2023 • E.W. SCRIPPS Co • Television broadcasting stations • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended by the First Amendment, dated as of October 2, 2017, the Second Amendment, dated as of April 3, 2018, the Third Amendment, dated as of November 20, 2018, the Fourth Amendment, dated as of May 1, 2019, the Fifth Amendment, dated as of December 18, 2019, the Sixth Amendment, dated as of January 7, 2021, the Seventh Amendment, dated as of March 7, 2023 and the Eighth Amendment, dated as of July 31, 2023, this “Agreement”) is made and entered into as of April 28, 2017, by and among THE E.W. SCRIPPS COMPANY, an Ohio corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
EMPLOYEE MATTERS AGREEMENT by and between THE E.W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of July 1, 2008Employee Matters Agreement • July 2nd, 2008 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • Ohio
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of July 1, 2008, by and between The E.W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and an indirect subsidiary of EWS (“SNI”, and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement (other than the formal names of the EWS Benefit Plans (as defined below), the SNI Benefit Plans (as defined below) and other agreements) and not otherwise defined, are defined as set forth in Section 1.01.
REVOLVING CREDIT AGREEMENT dated as of June 30, 2008 among THE E.W. SCRIPPS COMPANY, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent SUNTRUST...Revolving Credit Agreement • July 2nd, 2008 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2008, by and among THE E.W. SCRIPPS COMPANY, an Ohio corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
TAX ALLOCATION AGREEMENT by and between THE E. W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of July 1, 2008Tax Allocation Agreement • July 2nd, 2008 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • Ohio
THIS TAX ALLOCATION AGREEMENT (this “Agreement”) is dated as of the 1st day of July, 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc. (“SNI”), an Ohio corporation and an indirect subsidiary of EWS (together with EWS, each a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
Re: Employment AgreementNon-Compete Agreement • August 9th, 2006 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • Ohio
The E. W. Scripps Company (the “Company”) agrees to employ you and you agree to accept such employment upon the following terms and conditions:
SEPARATION AND DISTRIBUTION AGREEMENT by and between THE E. W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of June 12, 2008Separation and Distribution Agreement • June 17th, 2008 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • Ohio
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 12, 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and an indirect subsidiary of EWS (“SNI”, and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
TRANSITION SERVICES AGREEMENT by and between THE E. W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of July 1, 2008Transition Services Agreement • July 2nd, 2008 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • Ohio
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into this 1st day of July, 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and, prior to the Distribution Date, an indirect subsidiary of EWS (“SNI” and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
ASSET PURCHASE AGREEMENT Dated as of February 9, 2014 amongAsset Purchase Agreement • June 16th, 2014 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • Delaware
2014, by and among (i) Granite Broadcasting Corporation, a Delaware corporation (“Granite”), each subsidiary of Granite listed on Annex A hereto (each and collectively, a “Granite Subsidiary,” and together with Granite, “Seller” and each, a “Seller”) and (ii) Scripps Media, Inc., a Delaware corporation (“Buyer”).
SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of April 1, 2015 among THE E.W. SCRIPPS COMPANY, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, SUNTRUST BANK, as Administrative Agent, and WELLS FARGO...And Term Loan Agreement • April 7th, 2015 • E.W. SCRIPPS Co • Television broadcasting stations • New York
THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2015, by and among THE E.W. SCRIPPS COMPANY, an Ohio corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps E W Co /De • Newspapers: publishing or publishing & printing
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
SCRIPPS ESCROW II, INC., As Escrow Issuer, THE E.W. SCRIPPS COMPANY, AND U.S. BANK NATIONAL ASSOCIATION, As Trustee INDENTURE Dated as of December 30, 2020 5.375% SENIOR NOTES DUE 2031E.W. SCRIPPS Co • December 30th, 2020 • Television broadcasting stations • New York
THIS INDENTURE, dated as of December 30, 2020, is among Scripps Escrow II, Inc. (the “Escrow Issuer”), as issuer of the 5.375% Senior Notes due 2031 (the “Notes”), The E.W. Scripps Company (“Scripps”) and U.S. Bank National Association, as trustee (the “Trustee”) and, after the Escrow Release Date, the Subsidiary Guarantors then party hereto. The Escrow Issuer, the Company (as such term is defined in Section 1.01 hereof) and the Trustee, agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Notes:
THE E.W. SCRIPPS COMPANY, As Issuer, THE SUBSIDIARY GUARANTORS named herein AND U.S. BANK NATIONAL ASSOCIATION, As Trustee INDENTURE Dated as of April 28, 2017 _______________________________________ $400,000,000 5.125% SENIOR NOTES DUE 2025...Supplemental Indenture • May 3rd, 2017 • E.W. SCRIPPS Co • Television broadcasting stations • New York
THIS INDENTURE, dated as of April 28, 2017, is among (i) The E.W. Scripps Company (the “Company”), as issuer of the 5.125% Senior Notes due 2025 (the “Notes”), (ii) the subsidiaries of the Company listed on Schedule 1 hereto, as guarantors of the Company’s obligations under this Indenture and the Notes (each, a “Subsidiary Guarantor”), and (iii) U.S. Bank National Association, as trustee (the “Trustee”). The Company, each Subsidiary Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Notes:
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps E W Co /De • Newspapers: publishing or publishing & printing
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
SCRIPPS TAX MATTERS AGREEMENT Dated as of July 30, 2014 by and among THE E. W. SCRIPPS COMPANY, on the one hand, and DESK SPINCO, INC. and BOAT NP NEWCO, INC., on the other handScripps Tax Matters Agreement • July 31st, 2014 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
Page ARTICLE I DEFINITIONS AND STANDARDS SECTION 1.01. Definitions 2 SECTION 1.02. General Interpretive Principles 13 SECTION 1.03. Applicable Standards 14 ARTICLE II U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES SECTION 2.01. Affiliation Years 14 SECTION 2.02. 2015 Taxable Year 15 SECTION 2.03. U.S. Federal Alternative Minimum Tax 17 ARTICLE III U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES SECTION 3.01. Returns Covered 18 SECTION 3.02. Liability of Scripps Spinco 18 SECTION 3.03. Operating Losses 18 SECTION 3.04. Short-Year State and Local Returns 18 SECTION 3.05. Estimated Taxes, Etc 18 SECTION 3.06. Adjustments 19 ARTICLE IV SEPARATE TAX RETURN OBLIGATIONS SECTION 4.01. Scripps Spinco Tax Liability 19 SECTION 4.02. Scripps Tax Liability 19 SECTION 4.03. Separate Return Adjustments 19 ARTICLE V TAX-FREE STATUS OF DISTRIBUTION SECTION 5.01. Tax-Free Status Opinion, Etc 20 SECTION 5.02. Maintaining Status of Active Business 20 SECTION 5.03
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of March 13, 2006 among THE E.W. SCRIPPS COMPANY, as Borrower, THE BANKS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and J.P. MORGAN SECURITIES INC., as...Day Competitive Advance And • March 16th, 2006 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of March 13, 2006, among THE E.W. SCRIPPS COMPANY, an Ohio corporation (the “Borrower”), the banks listed in Schedule 2.01 (the “Banks”), JPMORGAN CHASE BANK, N.A., a New York banking corporation, as agent for the Banks (in such capacity, the “Agent”).
INTEREST PURCHASE AGREEMENT By and Among ICONIX BRAND GROUP, INC., UNITED FEATURE SYNDICATE, INC. and THE E.W. SCRIPPS COMPANY April 26, 2010Interest Purchase Agreement • June 8th, 2010 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
This Interest Purchase Agreement (the “Agreement”) is made as of April 26, 2010, by Iconix Brand Group, Inc., a Delaware corporation (“Buyer”), United Feature Syndicate, Inc., a New York corporation (“Seller”) and The E.W. Scripps Company, an Ohio corporation (“Parent”).
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps E W Co /De • Newspapers: publishing or publishing & printing
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
EMPLOYEE MATTERS AGREEMENT Dated as of July 30, 2014 by and among The E.W. Scripps Company, Desk Spinco, Inc., Desk NP Operating, LLC, Journal Communications, Inc., Boat Spinco, Inc., and Boat NP Newco, Inc.Employee Matters Agreement • July 31st, 2014 • Scripps E W Co /De • Newspapers: publishing or publishing & printing
ASSET PURCHASE AGREEMENT by and among NEXSTAR MEDIA GROUP, INC., SCRIPPS MEDIA, INC. and SCRIPPS BROADCASTING HOLDINGS, LLC Dated as of March 20, 2019Asset Purchase Agreement • March 22nd, 2019 • E.W. SCRIPPS Co • Television broadcasting stations • New York
This ASSET PURCHASE AGREEMENT, dated as of March 20, 2019 (this “Agreement”), by and among Nexstar Media Group, Inc., a Delaware corporation (“Seller”), on the one hand, and Scripps Media, Inc., a Delaware corporation (“Scripps”), and Scripps Broadcasting Holdings, LLC, a Nevada limited liability company and wholly owned subsidiary of Scripps (“SBH” and, together with Scripps, “Buyer”), on the other hand.
