SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of January [ ], 2024 among AUDACY CAPITAL CORP., as the Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, THE GUARANTORS PARTY HERETO FROM TIME TO TIME and WILMINGTON...Credit Agreement • January 8th, 2024 • Audacy, Inc. • Radio broadcasting stations • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of January [ ], 2024 among Audacy Capital Corp., a Delaware corporation, as borrower (the “Borrower”), the Guarantors party hereto from time to time, the lenders party hereto from time to time (collectively, the “Lenders” and, each 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.
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTAnd Restated Employment Agreement • January 8th, 2024 • Audacy, Inc. • Radio broadcasting stations
This FIRST Amendment (this “Amendment”) is between Audacy Services, LLC for the benefit of Audacy, Inc. (the “Company”), and David J. Field (“Executive” or “You”) and amends the Amended and Restated Employment Agreement, effective as of January 1, 2022 (the “Employment Agreement”), and is entered into as of January 5, 2024 (the “Effective Date”) however, certain provisions as indicated below will only become effective on the date the Chapter 11 plan implementing the restructuring transactions contemplated by that certain restructuring support agreement between Audacy, Inc. and the applicable first lien lenders becomes effective (the “Chapter 11 Effective Date”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2024 • Audacy, Inc. • Radio broadcasting stations
This Amendment (this “Amendment”) between Audacy Services, LLC (the “Employer”), for the provision of services to Audacy Operations, Inc., and Susan Larkin (“Employee” or “You”) in order to amend as follows that certain Employment Agreement dated May 24, 2023 (the “Employment Agreement”), is entered into as of January 5, 2024 and effective as of, but subject to the occurrence of, the effective date of the Chapter 11 plan implementing the restructuring transactions contemplated by that certain restructuring support agreement between Audacy, Inc. and the applicable first lien lenders (the “Effective Date”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2024 • Audacy, Inc. • Radio broadcasting stations
This Amendment (this “Amendment”) between Audacy Services, LLC (successor in interest to Audacy, Inc. (f/k/a Entercom Communications Corp.)) (the “Employer”) for the provision of services to Audacy Operations, Inc., and Richard Schmaeling (“Employee” or “You”) in order to amend as follows that certain Employment Agreement effective as of April 12, 2021 (the “Employment Agreement”), is entered into as of January 5, 2024 and effective as of, but subject to the occurrence of, the effective date of the Chapter 11 plan implementing the restructuring transactions contemplated by that certain restructuring support agreement between Audacy, Inc. and the applicable first lien lenders (the “Effective Date”).
RESTRUCTURING SUPPORT AGREEMENT1Restructuring Support Agreement • January 8th, 2024 • Audacy, Inc. • Radio broadcasting stations • New York
Audacy, Inc. and the other above-captioned debtors and debtors-in-possession (each a “Debtor” and, collectively, the “Debtors”) jointly propose the following prepackaged plan of reorganization (this “Plan”) for the treatment of the outstanding Claims (as defined below) against, and Equity Interests (as defined below) in, each of the Debtors. Although proposed jointly for administrative purposes, this Plan constitutes a separate Plan for each Debtor for the treatment of outstanding Claims against and Equity Interests in each Debtor pursuant to the Bankruptcy Code (as defined below). This Plan is not premised upon the substantive consolidation of the Debtors with respect to the Classes of Claims or Equity Interests set forth in the Plan. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Disclosure Statement (as such term is defined herein and distributed contemporaneously herewith) for a discussion of the Debto
OMNIBUS AMENDMENTOmnibus Amendment • January 8th, 2024 • Audacy, Inc. • Radio broadcasting stations • New York
This OMNIBUS AMENDMENT, dated as of January 7, 2024 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller and transferee (the “Seller”), AUDACY NEW YORK, LLC, a Delaware limited liability company (the “Transferor”), each of the entities listed on the signature pages hereto as an Originator (collectively, the “Originators”), AUDACY, INC., a Pennsylvania corporation (“Audacy”), as the performance guarantor (in such capacity, the “Performance Guarantor”), AUTOBAHN FUNDING COMPANY LLC (“Autobahn”), as an investor (in such capacity, the “Investor”), DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN (“DZ BANK”), as agent on behalf of the Investor Parties (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and AUDACY OPERATIONS, INC., a Delaware corporation, in its individual capacity (“Audacy Operations”) and as initial Servicer (in such capacity, together with its successors and assigns
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2024 • Audacy, Inc. • Radio broadcasting stations
This Amendment (this “Amendment”) between Audacy Services, LLC (the “Employer”), for the provision of services to Audacy Operations, Inc., and J.D. Crowley (“Employee” or “You”) in order to amend as follows that certain Employment Agreement dated January 9, 2023 (the “Employment Agreement”), is entered into as of January 5, 2024 and effective as of, but subject to the occurrence of, the effective date of the Chapter 11 plan implementing the restructuring transactions contemplated by that certain restructuring support agreement between Audacy, Inc. and the applicable first lien lenders (the “Effective Date”).
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTAnd Restated Employment Agreement • January 8th, 2024 • Audacy, Inc. • Radio broadcasting stations
This Third Amendment (this “Amendment”) between Audacy Services, LLC, (the “Employer”) successor in interest to Audacy, Inc. (f/k/a Entercom Communications Corp.) (together with its subsidiaries or affiliates which may employ you from time to time, the “Company”), and Andrew Sutor (“Employee” or “You”) in order to amend as follows that certain Amended and Restated Employment Agreement, effective as of August 3, 2017, as amended by the certain First Amendment to Amended and Restated Employment Agreement, effective as of January 1, 2020 and by the certain Second Amendment to Amended and Restated Employment Agreement, effective as of October 12, 2023 (the “Employment Agreement”), is entered into as of January 5, 2024 and effective as of, but subject to the occurrence of, the effective date of the Chapter 11 plan implementing the restructuring transactions contemplated by that certain restructuring support agreement between Audacy, Inc. and the applicable first lien lenders (the “Effective
