Exhibit 4.1
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 8, 2023, by and among Audacy Capital Corp. (f/k/a 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 March 25, 2021 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of October 27, 2023 (the “First Supplemental Indenture”) and the Second Supplemental Indenture, dated as of November 29, 2023 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), relating to the issuance of the Issuer’s 6.750% Senior Secured Second-Lien Notes due 2029 (the “Notes”);
WHEREAS, pursuant to and on the date of the Indenture, the Issuer initially issued $540,000,000 aggregate principal amount of the Notes;
WHEREAS, clause (2) of Section 6.01(a) of the Base Indenture provides that an “Event of Default” means a default for 30 days or more in the payment when due of Interest on or with respect to the Notes;
WHEREAS, the First Supplemental Indenture amends clause (2) of Section 6.01(a) of the Base Indenture to provide that an “Event of Default” means a default for 60 days or more in the payment when due of Interest on or with respect to the Notes;
WHEREAS, the Second Supplemental Indenture amends clause (2) of Section 6.01(a) of the Base Indenture to provide that an “Event of Default” means a default for 71 days or more in the payment when due of Interest on or with respect to the Notes;
WHEREAS, the Issuer and the Subsidiary Guarantors desire to enter into this Supplemental Indenture to amend the definition of an Event of Default under clause (2) of Section 6.01(a) of the Indenture as indicated below;
WHEREAS, the Indenture provides that, among other things, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (the “Majority Holders”) pursuant to Section 9.02 thereof;
WHEREAS, the Issuer has received the consent of the Holders of at least a majority in principal amount of the Notes outstanding to amend clause (2) of Section 6.01(a) of the Indenture as indicated below; and
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.
