0000832428-25-000017 Sample Contracts
CREDIT AGREEMENT dated as of April 10, 2025 among THE E.W. SCRIPPS COMPANY, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A.,...Credit Agreement • April 11th, 2025 • E.W. SCRIPPS Co • Television broadcasting stations • New York
THIS CREDIT AGREEMENT (as amended, restated, amended and restated or otherwise modified from time to time, this “Agreement”) is made and entered into as of April 10, 2025, 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”), JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as an issuing bank and as swingline lender.
RECEIVABLES FINANCING AGREEMENT Dated as of April 10, 2025 by and among SCRIPPS SPV, LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and Lender Representatives, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE E.W....Receivables Financing Agreement • April 11th, 2025 • E.W. SCRIPPS Co • Television broadcasting stations • New York
* Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request.
SECOND TIER SALE AND CONTRIBUTION AGREEMENT Dated as of April 10, 2025 among SCRIPPS SPV MIDCO, LLC, as Seller, THE E.W. SCRIPPS COMPANY as Servicer, and SCRIPPS SPV, LLC as BuyerSecond Tier Sale and Contribution Agreement • April 11th, 2025 • E.W. SCRIPPS Co • Television broadcasting stations • New York
This SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 10, 2025 is entered into among SCRIPPS SPV MIDCO, LLC, a Delaware limited liability company (“Seller”), THE E.W. SCRIPPS COMPANY, an Ohio corporation, as Servicer (the “Servicer”), and SCRIPPS SPV, LLC, a Delaware limited liability company (the “Buyer”).
FIRST TIER SALE AND CONTRIBUTION AGREEMENT Dated as of April 10, 2025 among EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO, as Originators, THE E.W. SCRIPPS COMPANY as Servicer, and SCRIPPS SPV MIDCO, LLC as BuyerFirst Tier Sale and Contribution Agreement • April 11th, 2025 • E.W. SCRIPPS Co • Television broadcasting stations • New York
This SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 10, 2025 is entered into among the PERSONS LISTED AS ORIGINATORS ON SCHEDULE I HERETO (collectively, the “Originators” and each, an “Originator”), THE E.W. SCRIPPS COMPANY, an Ohio corporation, as Servicer (the “Servicer”), and SCRIPPS SPV MIDCO, LLC, a Delaware limited liability company (the “Buyer”).
PERFORMANCE GUARANTYPerformance Guaranty • April 11th, 2025 • E.W. SCRIPPS Co • Television broadcasting stations • New York
This PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of April 10, 2025, is made by THE E.W. SCRIPPS COMPANY, an Ohio corporation (the “Performance Guarantor”), in favor of PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent under the Receivables Financing Agreement defined below (in such capacity, the “Administrative Agent”), for the benefit of itself and the other Secured Parties under the Receivables Financing Agreement defined below. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings assigned thereto in, or by reference in, the Receivables Financing Agreement defined below or if not defined therein, the respective meanings assigned thereto in the applicable Transfer Agreement (as defined in the Receivables Financing Agreement) and the other interpretive matters under Section 1.02 of the Receivables Financing Agreement defined below shall apply, mutatis