FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of December 13, 2019, by and among Entercom Media Corp., a Delaware corporation (the Issuer), the guarantors party hereto (the Subsidiary Guarantors) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the Trustee) and as notes collateral agent (in such capacity, the Notes Collateral Agent).
W I T N E S S E T H
WHEREAS, the Issuer, the Subsidiary Guarantors, the Trustee and the Notes Collateral Agent have heretofore executed and delivered an indenture, dated as of April 30, 2019 (the Indenture), relating to the issuance of the Issuers 6.500% Senior Secured Second-Lien Notes due 2027;
WHEREAS, pursuant to and on the date of the Indenture, the Issuer initially issued $325,000,000 aggregate principal amount of its 6.500% Senior Secured Second-Lien Notes due 2027 (the Initial Notes);
WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Initial Notes may be issued from time to time by the Issuer (subject to compliance by the Issuer with Sections 4.10 and 4.13 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and, except as set forth therein, shall have the same terms as to status, redemption or otherwise as the Initial Notes;
WHEREAS, the Issuer and the Subsidiary Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing an additional $100,000,000 aggregate principal amount of the Issuers 6.500% Senior Secured Second-Lien Notes due 2027 (the Additional 2027 Notes and, together with the Initial Notes, the Notes), having the same terms as the Initial Notes, except as set forth herein; and
WHEREAS, Section 9.01(13) of the Indenture provides that, among other things, the Issuer, the Subsidiary Guarantors and the Trustee may supplement the Indenture without the consent of any Holder to provide for the issuance of Additional Notes in accordance with the terms of the Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Additional Notes. As of the date hereof, the Issuer will issue, and the Trustee is directed to authenticate and deliver, the Additional 2027 Notes, which constitute Additional Notes under the Indenture, having the same terms as the Initial Notes (other than as set forth in this paragraph), at an issue price of 105.000%, plus accrued and unpaid interest from November 1, 2019. The interest on the Additional 2027 Notes shall accrue from November 1, 2019. The Initial Notes and the Additional 2027 Notes shall be treated as a single class for all purposes under the Indenture. The Additional 2027 Notes shall be substantially in the form of Exhibit A to the Indenture. Each of the Subsidiary Guarantors hereby reaffirms its Guarantee, in each case, as set forth in Article 10 of the Indenture, with respect to the Additional 2027 Notes.