CBS Radio Inc. Sample Contracts

CBS Radio Inc. – THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CBS RADIO INC. (Originally incorporated on October 24, 2000 under the name IBC MERGER CORP.) (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) (November 16th, 2017)

The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the Corporation at such address is the Corporation Service Company.

CBS Radio Inc. – 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 2024 (April 13th, 2017)

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.

CBS Radio Inc. – SIDE LETTER AGREEMENT (April 13th, 2017)

This Side Letter Agreement (this “Agreement”) is made as of February 2, 2017 by and between Entercom Communications Corp., a Pennsylvania corporation (“Entercom”) and CBS Corporation, a Delaware corporation (“CBS”). Unless otherwise noted, capitalized terms used but not otherwise defined have the meaning set forth in the Merger Agreement (as defined below).

CBS Radio Inc. – AMENDMENT NO. 1, dated as of March 3, 2017 (this “Amendment”), to the Credit Agreement, dated as of October 17, 2016 (the “Credit Agreement”; the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), by and among CBS RADIO INC., a Delaware corporation (“Borrower”), each of the GUARANTORS party thereto, the LENDERS and L/C ISSUERS party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and as collateral agent (the “Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms i (April 13th, 2017)

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”).

CBS Radio Inc. – SIDE LETTER AGREEMENT (April 13th, 2017)

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.

CBS Radio Inc. – VOTING AGREEMENT (April 13th, 2017)

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).

CBS Radio Inc. – 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 GUARANTORS PARTY HERETO FROM TIME TO TIME and J.P. MORGAN SECURITIES LLC, DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, WELLS FARGO SECURITIES, LLC, CREDIT SUISSE SECURITIES (USA) LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers J.P. MORGAN SECURITIES LLC, DEUTSCHE BANK SECURITI (April 13th, 2017)

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”).

CBS Radio Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CBS RADIO INC. (December 23rd, 2016)

CBS Radio Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

CBS Radio Inc. – TRANSITION SERVICES AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS RADIO INC. DATED AS OF , , 2016 (December 23rd, 2016)

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”).

CBS Radio Inc. – JOINT DIGITAL SERVICES AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS RADIO INC. DATED AS OF , , 2016 (December 23rd, 2016)

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”).

CBS Radio Inc. – INDEMNIFICATION AGREEMENT (December 23rd, 2016)

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”).

CBS Radio Inc. – CBS RADIO EXCESS 401(K) PLAN (December 23rd, 2016)
CBS Radio Inc. – AMENDED AND RESTATED BYLAWS OF CBS RADIO INC. (December 23rd, 2016)
CBS Radio Inc. – MASTER SEPARATION AGREEMENT BETWEEN CBS CORPORATION AND CBS RADIO INC. Dated as of , (December 23rd, 2016)

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.”

CBS Radio Inc. – CBS RADIO INC. FORM OF EXECUTIVE BONUS PLAN (December 23rd, 2016)
CBS Radio Inc. – TAX MATTERS AGREEMENT by and between CBS CORPORATION and CBS RADIO INC. dated as of October 17, 2016 (November 18th, 2016)

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.”

CBS Radio Inc. – REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS RADIO INC. DATED AS OF , (November 18th, 2016)

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”).

CBS Radio Inc. – 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 GUARANTORS PARTY HERETO FROM TIME TO TIME and J.P. MORGAN SECURITIES LLC, DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, WELLS FARGO SECURITIES, LLC, CREDIT SUISSE SECURITIES (USA) LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers J.P. MORGAN SECURITIES LLC, DEUTSCHE BANK SECURITI (November 18th, 2016)

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”).

CBS Radio Inc. – [FORM OF] SUBORDINATED PROMISSORY NOTE (November 18th, 2016)

This Promissory Note is (i) a “Subordinated Intercompany Note” referred to in the Credit Agreement, dated as of October 17, 2016 (as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time, the “Credit Agreement”), among the Payor, as borrower, the guarantors named therein and from time to time party thereto, the lenders named therein and from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), collateral agent, swing line lender and an L/C issuer, and (ii) a “Pre-IPO Note” referred to in the Indenture, dated as of October 17, 2016 (as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time, the “Indenture”), among the Payor, as issuer, the subsidiary guarantors named ther

CBS Radio Inc. – 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 2024 (November 18th, 2016)

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.