WARRANT AGREEMENT between AUDACY, INC. and EQUINITI TRUST COMPANY LLC, as Warrant Agent Dated as of September 30, 2024 Warrants To Purchase Common StockWarrant Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • New York
This Warrant Agreement (as may be supplemented, amended or amended and restated pursuant to the applicable provisions hereof, this “Agreement”), dated as of September 30, 2024, is entered into by and between Audacy, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company LLC, as warrant agent (the “Warrant Agent”). Capitalized terms that are used in this Agreement shall have the meanings set forth in this Agreement, including Section 1 hereof.
SECOND AMENDED AND RESTATED PERFORMANCE GUARANTYPerformance Guaranty • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations
This SECOND AMENDED AND RESTATED PERFORMANCE GUARANTY, (this “Agreement”) dated as of September 30, 2024, is between AUDACY, INC., a Delaware corporation (formerly a Pennsylvania corporation, the “Performance Guarantor”), and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as agent (in such capacity, the “Agent”) for and on behalf of the Investor Parties and other Secured Parties, from time to time (each of the foregoing, including the Agent, a “Beneficiary” and, collectively, the “Beneficiaries”) under the Second Amended and Restated Receivables Purchase Agreement dated as of the date hereof, among Audacy Receivables, LLC, a Delaware limited liability company (the “Seller”), Audacy Operations, LLC, a Delaware limited liability company (formerly a Delaware corporation), as initial servicer (in such capacity, the “Servicer”), the Agent and the various Investors from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time
CREDIT AGREEMENT Dated as of September 30, 2024 among AUDACY CAPITAL LLC, as the Borrower, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO FROM TIME TO TIME, and THE GUARANTORS PARTY HERETO...Credit Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of September 30, 2024 among Audacy Capital LLC, a Delaware limited liability company, as borrower (together with its successors and assigns, the “Borrower”), the Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Wilmington Savings Fund Society, FSB, as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”) for the Lenders, and collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties.
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of September 30, 2024 by and among AUDACY RECEIVABLES, LLC, as Seller, AUTOBAHN FUNDING COMPANY LLC, as Investor, DZ BANK AG DEUTSCHE ZENTRAL- GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN,...Receivables Purchase Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • New York
This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of September 30, 2024 by and among the following parties:
SHAREHOLDERS’ AGREEMENT of AUDACY, INC. Dated as of September 30, 2024Shareholders’ Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • Delaware
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered as of September 30, 2024, among Audacy, Inc., a Delaware corporation (the “Company”), and each of the Persons whose name appears on the signature pages hereto (collectively, the “Stockholders”).
SPECIAL WARRANT AGREEMENTSpecial Warrant Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • Delaware
THIS SPECIAL WARRANT AGREEMENT (this “Agreement”), dated as of September 30, 2024, is by and between Audacy, Inc., a Delaware corporation (the “Reorganized Parent”) and the warrantholders listed on Annex I hereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed in the Plan, as defined below.
SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of September 30, 2024 between AUDACY OPERATIONS, LLC as Servicer, THE ORIGINATORS PARTY HERETO, and AUDACY NEW YORK, LLC as TransfereePurchase and Sale Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • New York
This SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of September 30, 2024 (this “Agreement”) is among AUDACY OPERATIONS, LLC, a Delaware limited liability company (formerly a Delaware corporation, “Audacy Operations”), as initial servicer (in such capacity, the “Servicer”), the entities party hereto as originators (the “Originators”) and AUDACY NEW YORK, LLC, a Delaware limited liability company (the “Transferee”).
SECOND AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT dated as of September 30, 2024 between AUDACY OPERATIONS, LLC as Servicer, AUDACY NEW YORK, LLC, as Transferor, and AUDACY RECEIVABLES, LLC, as TransfereeSale and Contribution Agreement • October 1st, 2024 • Audacy, Inc. • Radio broadcasting stations • New York
THIS SECOND AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT dated as of September 30, 2024 (this “Agreement”) is among AUDACY OPERATIONS, LLC, a Delaware limited liability company (formerly a Delaware corporation, “Audacy Operations”), as initial servicer (in such capacity, the “Servicer”), AUDACY NEW YORK, LLC, a Delaware limited liability company (the “Transferor”) and AUDACY RECEIVABLES, LLC, a Delaware limited liability company (the “Transferee”).
PLEDGE AGREEMENTAudacy, Inc. • October 1st, 2024 • Radio broadcasting stations
