TOWNSQUARE MEDIA, LLC (a Delaware limited liability company) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • New York
the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering.
TOWNSQUARE RADIO, LLC TOWNSQUARE RADIO, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 9.00% Senior Notes due 2019 INDENTURE Dated as of April 4, 2012Indenture • July 8th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • New York
WHEREAS, the Issuers have duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) their 9.00% Senior Notes due 2019 issued on the date hereof (the “Initial Notes”) and (ii) any additional Notes (“Additional Notes” and, together with the Initial Notes, the “Notes”) that may be issued after the Issue Date.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [__________], 2014, by and between Townsquare Media, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [__________], an individual (“Indemnitee”).
EXECUTION VERSION TOWNSQUARE MEDIA, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.500% Senior Notes due 2023 INDENTURE Dated as of April 1, 2015Townsquare Media, Inc. • April 1st, 2015 • Radio broadcasting stations
REGISTRATION AGREEMENTRegistration Agreement • November 8th, 2016 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”), dated as of August 16, 2016, is made by and among (i) Townsquare Media, Inc., a Delaware corporation (the “Company”), (ii) Madison Square Garden Investments, LLC (the “Investor”), and (iii) each of the other Persons signatory hereto and each other Person who, at any time, acquires securities of the Company and (a) executes a counterpart of this Agreement or (b) otherwise agrees to be bound by this Agreement, in each of the case of (a) and (b), with the written consent of the Investor (such Persons, together with each other Person identified as an “Other Securityholder” on the Schedule of Securityholders attached hereto, the “Other Securityholders”). The Investor and the Other Securityholders are collectively referred to herein as the “Securityholders.” Capitalized terms used but not defined herein have the meanings set forth in Section 9 below. As set forth in Section 10(i) below, this Agreement, together with that certain letter agreemen
NONQUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THE TOWNSQUARE MEDIA, INC. 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Award Agreement • July 19th, 2018 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Townsquare Media, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Townsquare Media, Inc. 2014 Omnibus Incentive Plan (the “Plan”), which is administered by the Committee; and
EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2017 • Townsquare Media, Inc. • Radio broadcasting stations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into October 16, 2017 (the “Effective Date”) between Townsquare Media, Inc., a Delaware corporation (the “Company”), and Bill Wilson (“Executive”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THE TOWNSQUARE MEDIA, INC. 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Award Agreement • July 19th, 2018 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Townsquare Media, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Townsquare Media, Inc. 2014 Omnibus Incentive Plan (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2022 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 7, 2022, by and between Townsquare Media, Inc., a Delaware corporation (the “Company”), and Bill Wilson (“Executive”).
FORM OF REPLACEMENT OPTION AWARD NOTICE COMMUNICATIONTownsquare Media, Inc. • July 19th, 2018 • Radio broadcasting stations
In connection with your participation in Townsquare’s Option Exchange Offer Program, you have been awarded a replacement option grant on the terms set forth in the attached option award agreement(s) and our 2014 Omnibus Incentive Plan. Please return an executed copy of the signature page(s) to the attached award agreement(s) to me as soon as possible.
STOCKHOLDERS AGREEMENT AMONG TOWNSQUARE MEDIA, INC. AND CERTAIN STOCKHOLDERS OF TOWNSQUARE MEDIA, INC. DATED AS OF July 29, 2014Stockholders Agreement • July 31st, 2014 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
WARRANT AGREEMENTWarrant Agreement • July 31st, 2014 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
THIS WARRANT AGREEMENT dated as of July 25, 2014 (this “Agreement”) is by and among Townsquare Media, Inc., a Delaware corporation (the “Company”), the Persons set forth on Schedule I hereto, and any other registered holders of the Warrant Certificates (as defined below) from time to time party hereto (each such Person or other holder, a “Holder” and, collectively, the “Holders”).
ASSET PURCHASE AND EXCHANGE AGREEMENTAsset Purchase and Exchange Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
THIS ASSET PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made as of August 30, 2013 among Townsquare Radio, LLC (“Townsquare”), on the one hand, and Cumulus Media Holdings Inc. (“Cumulus Parent”), Cumulus Broadcasting LLC (“Cumulus Broadcasting”) and Cumulus Licensing LLC (“Cumulus Licensing”), (Cumulus Parent, Cumulus Broadcasting and Cumulus Licensing collectively, “Cumulus”).
RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE TOWNSQUARE MEDIA, INC. 2014 OMNIBUS INCENTIVE PLAN [GRANTEE] [DATE]Restricted Stock Award Agreement • November 6th, 2018 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the date specified above (the “Grant Date”), is entered into by and between Townsquare Media, Inc., a Delaware corporation (the “Company”), and [GRANTEE] (the “Participant”), pursuant to the Townsquare Media, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
OF TOWNSQUARE MEDIA, LLCWarrant Agreement • July 21st, 2014 • Townsquare Media, LLC • Radio broadcasting stations
This Plan of Conversion (this “Plan of Conversion”) is adopted as of [____________], 2014, to convert Townsquare Media, LLC, a Delaware limited liability company (the “Converting Entity”), to Townsquare Media, Inc., a Delaware corporation (the “Converted Entity”). All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Second Amended and Restated Limited Liability Company Agreement of the Converting Entity, dated March 15, 2011, as amended (the “LLC Agreement”).
JOINT FILING AGREEMENT OCM POF IV AIF GAP HOLDINGS, L.P.Joint Filing Agreement • March 12th, 2021 • Townsquare Media, Inc. • Radio broadcasting stations
AMENDMENT NO. 4Townsquare Media, Inc. • May 7th, 2019 • Radio broadcasting stations • New York
AMENDMENT NO. 4, dated as of April 30, 2019 (this “Amendment”), to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015, Amendment No. 2 dated as of February 8, 2017, Amendment No. 3 dated as of October 20, 2017 and as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among TOWNSQUARE MEDIA, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), ROYAL BANK OF CANADA, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2015 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 14, 2015, by and among Townsquare Live Events, LLC, a Delaware limited liability company (the “Buyer”), solely for purposes of Sections 3(b), (c), (d), (g), (h) and (i) and Section 10, Townsquare Media, Inc., a Delaware corporation (the “Parent”), Heartland Group LLC, a Delaware limited liability company (the “Company”), Danny Huston, an individual (“DH”), and Jeffrey Blomsness, an individual (“JB” and, together with DH, each a “Seller” and collectively, the “Sellers”). The Buyer, the Company and the Sellers are referred to collectively herein as the “Parties”, and each individually, as a “Party”. Certain capitalized terms used herein shall have the meaning given such terms in Section 9 below.
ContractIncremental Amendment Agreement • November 9th, 2015 • Townsquare Media, Inc. • Radio broadcasting stations
INCREMENTAL AMENDMENT AGREEMENT No. 1, dated as of September 1, 2015 (this “Amendment Agreement”), among TOWNSQUARE MEDIA, INC., a Delaware corporation (the “Borrower”), ROYAL BANK OF CANADA, as Administrative Agent, ROYAL BANK OF CANADA as the Incremental Term Lender (the “Incremental Term Lender”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2023 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 21, 2023 (the “Effective Date”), by and between Townsquare Media, Inc. (the “Company”), and Erik Hellum (“Executive”) (the Company and Executive are collectively referred to herein as the “Parties”).
AMENDMENT NO. 2Joinder Agreement • March 13th, 2017 • Townsquare Media, Inc. • Radio broadcasting stations • New York
AMENDMENT NO. 2, dated as of February 8, 2017 (this “Amendment”), to the Credit Agreement, dated as of April 1, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among TOWNSQUARE MEDIA, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), ROYAL BANK OF CANADA, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Re: Amendment to Employment AgreementEmployment Agreement • December 13th, 2019 • Townsquare Media, Inc. • Radio broadcasting stations
This letter confirms our recent discussions regarding certain changes to your Employment Agreement, dated October 25, 2017 (the “Employment Agreement”), with Townsquare Media, Inc. (the “Company”). Except as otherwise set forth herein, the terms and conditions of your Employment Agreement will be unaffected by this letter. Capitalized terms used but not defined herein will have the meaning set forth in your Employment Agreement.
Re: Employment Agreement AmendmentTownsquare Media, Inc. • May 3rd, 2018 • Radio broadcasting stations
This letter confirms our recent discussions regarding certain changes to your Employment Agreement, dated October 16, 2017, with Townsquare Media, Inc. (the “Company”). Except as otherwise set forth herein, the terms and conditions of your Employment Agreement will be unaffected by this letter. Capitalized terms used but not defined herein will have the meaning set forth in your Employment Agreement.
TOWNSQUARE MEDIA, LLC SELLDOWN AGREEMENTSelldown Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
This SELLDOWN AGREEMENT (this "Agreement"), dated as of [___________], 2014, is made by and among Townsquare Media, LLC, a Delaware limited liability company (including any corporate successor thereto, the "Company"), OCM POF IV AIF GAP Holdings, L.P. and OCM PF/FF Radio Holdings PT, L.P. (the "Investors"), and certain unitholders of the Company as set forth on Schedule A hereto (the "Management Holders"). The Investors and the Management Holders are referred to herein collectively as the "Holders" and individually as a "Holder." Except as otherwise provided herein, capitalized terms used herein are defined in Section 4(a) hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2019 • Townsquare Media, Inc. • Radio broadcasting stations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into October 25, 2017 (the “Effective Date”) between Townsquare Media, Inc., a Delaware corporation (the “Company”), and Erik Hellum (“Executive”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 30, 2013 among Townsquare Radio, LLC (“Townsquare”) and Cumulus Media Holdings Inc. (“Cumulus Parent”), Cumulus Broadcasting LLC (“Cumulus Broadcasting”), Cumulus Licensing LLC (“Cumulus Licensing”), Citadel Broadcasting Company (“Citadel Broadcasting”) and Radio License Holding CBC, LLC (“Radio License”) (“Cumulus Purchasers”) (Cumulus Parent and Cumulus Purchasers collectively, “Cumulus”).
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AND THE INCREMENTAL TERM LOAN ASSUMPTION AGREEMENTCredit Agreement • July 8th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • New York
THIS AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AND THE INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT (this “Amendment”), dated as of November 7, 2012, is made by and among TOWNSQUARE RADIO, LLC, a Delaware limited liability company (the “Borrower”), TOWNSQUARE RADIO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), each of the undersigned banks and other financial institutions party hereto as lenders (in such capacity, the “ Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under, and as defined in, the Credit Agreement (as defined below).
SEPARATION AGREEMENTSeparation Agreement • January 4th, 2019 • Townsquare Media, Inc. • Radio broadcasting stations • New York
This Separation Agreement (the “Agreement”) is made as of the December 31, 2018 (the “Effective Date”) by and between Dhruv Prasad (the “Executive”) and Townsquare Media, Inc., a Delaware Corporation (the “Company”).
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • May 29th, 2018 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
This Agreement of Purchase and Sale, dated as of May 24, 2018 (this “Agreement”), is between North American Fairs, LLC, a Delaware limited liability company (the “Buyer”), Townsquare Live Events, LLC, a Delaware limited liability company (“TSQ”), and Danny Huston, an individual (“DH”).
AMENDMENT NO. 3 TO THE CREDIT AGREEMENTThe Credit Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • New York
THIS AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of July 11, 2014, is made by and among TOWNSQUARE RADIO, LLC, a Delaware limited liability company (the “Borrower”), TOWNSQUARE RADIO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), each of the other Loan Parties signatory hereto, each of the undersigned banks and other financial institutions party hereto as lenders (in such capacity, the “Lenders”) and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under, and as defined in, the Credit Agreement (as defined below).
SECOND AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • July 31st, 2014 • Townsquare Media, Inc. • Radio broadcasting stations • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION AGREEMENT (this “Agreement”), dated as of July 29, 2014, is made by and among (i) Townsquare Media, Inc., a Delaware corporation (the “Company”), (ii) OCM POF IV AIF GAP Holdings, L.P., a Delaware limited partnership (“OCM POF Fund”), (iii) OCM PF/FF Radio Holdings PT, L.P, a Delaware limited partnership (“OCM PF/FF Fund” and, together with OCM POF Fund and any other investment vehicle or fund managed, directly or indirectly, by Oaktree Capital Management, L.P. that at any time executes a counterpart to, or otherwise agrees to be bound by, this Agreement, “OCM”), and (iv) each of the other Persons signatory hereto and each other Person who, at any time, acquires securities of the Company and, with the written consent of OCM, executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (such Persons, together with each other Person identified as an “Other Securityholder” on the Schedule of Securityholders attach
EXECUTION VERSION CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 GUARANTY AND SECURITY AGREEMENT Dated as of April 1, 2015 among TOWNSQUARE MEDIA, INC. and Each Grantor From Time to Time Party Hereto and ROYAL BANK OF CANADA, as Administrative...Guaranty and Security Agreement • April 1st, 2015 • Townsquare Media, Inc. • Radio broadcasting stations • New York
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 8th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • New York
THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of February 19, 2014, by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Subsidiaries”), Townsquare Radio, LLC, a Delaware limited liability company (the “Company”) Townsquare Radio, Inc., a Delaware corporation (“Finance” and, together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
JOINT FILING AGREEMENT OCM POF IV AIF GAP HOLDINGS, L.P. OCM PF/FF RADIO HOLDINGS PT, L.P.Joint Filing Agreement • February 3rd, 2021 • Townsquare Media, Inc. • Radio broadcasting stations
CREDIT AGREEMENT Dated as of April 4, 2012 among TOWNSQUARE RADIO, LLC, AS BORROWER TOWNSQUARE RADIO HOLDINGS, LLC, AS ONE OF THE GUARANTORS THE LENDERS AND L/C ISSUERS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, AS ADMINISTRATIVE AGENT AND...Credit Agreement • July 8th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • New York
This Credit Agreement, dated as of April 4, 2012, is entered into among TOWNSQUARE RADIO, LLC, a Delaware limited liability company (the “Borrower” or “Company”), TOWNSQUARE RADIO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Lenders (as defined below), the L/C Issuers (as defined below) and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
