etm-20200720
0001067837false00010678372020-07-202020-07-20

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2020
 
ENTERCOM COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Charter)
 
Pennsylvania 001-14461 23-1701044
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
2400 Market Street, 4th Floor
Philadelphia, Pennsylvania
 19103
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (610) 660-5610
(Former Address of Principal Executive Offices)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading
Symbols
 
Name of each exchange
on which registered
Class A Common Stock, par value $.01 per share ETM New York Stock Exchange
Series A Junior Participating Convertible Preferred Stock, par value $0.01 per share  
Series B Junior Participating Convertible Preferred Stock, par value $0.01 per share  
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 



Item 1.01 Entry into a Material Definitive Agreement.

On July 20, 2020, Entercom Media Corp. (the “Borrower”), a wholly owned subsidiary of Entercom Communications Corp. (the “Company”), entered into Amendment No. 5 (the “Amendment”) to the Credit Agreement, dated October 17, 2016 (as previously amended, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The Amendment, among other things:
(a)amended the Borrower’s financial covenants under the Credit Agreement by (i) suspending the testing of the Consolidated Net First Lien Leverage Ratio (as defined in the Credit Agreement) through the Test Period (as defined in the Credit Agreement) ending December 31, 2020, (ii) adding a new minimum liquidity covenant of $75 million until December 31, 2021, or such earlier date as the Borrower may elect (the “Covenant Relief Period”) and (iii) imposing certain restrictions during the Covenant Relief Period, including, among other things, certain limitations on incurring additional indebtedness and liens, making restricted payments or investments, redeeming notes and entering into certain sale and lease-back transactions;
(b)increased the interest rate under the Credit Agreement during the Covenant Relief Period applicable to (i) 2024 Revolving Credit Loans (as defined in the Credit Agreement) to (x) in the case of Eurodollar Rate Loans (as defined in the Credit Agreement), a customary Eurodollar rate formula plus a margin of 2.50% per annum, and (y) in the case of Base Rate Loans (as defined in the Credit Agreement), a customary base rate formula plus a margin of 1.50% per annum, and (ii) Letter of Credit (as defined in the Credit Agreement) fees to 2.50% times the daily maximum amount available to be drawn under any such Letter of Credit; and
(c)modified the definition of Consolidated EBITDA by setting fixed amounts for the fiscal quarters ending June 30, 2020, September 30, 2020, and December 31, 2020, for purposes of testing compliance with the Consolidated Net First Lien Leverage Ratio financial covenant during the Covenant Relief Period, which fixed amounts correspond to the Borrower’s Consolidated EBITDA as reported under the Existing Credit Agreement for the Test Period ended March 31, 2020, for the fiscal quarters ending June 30, 2019, September 30, 2019, and December 31, 2019, respectively.
        The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
        On July 20, 2020, the Company issued a press release (the “Press Release”) announcing the Amendment. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K. 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
        The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided as part of this Current Report on Form 8-K:
Exhibit No.  Title
     
 10.1  
     
 104  Cover Page Interactive Data File (embedded within the XBRL file)
99.1


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Entercom Communications Corp.

   
By:/s/ Andrew P. Sutor, IV
Andrew P. Sutor, IV
Executive Vice President and Secretary
Dated: July 20, 2020

Document
Execution Version
AMENDMENT NO. 5, dated as of July 20, 2020 (this “Amendment”), to the Credit Agreement, dated as of October 17, 2016 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), by and among ENTERCOM MEDIA CORP. (formerly known as CBS RADIO INC.), a Delaware corporation (“Borrower”), each of the GUARANTORS party thereto, the LENDERS and L/C ISSUERS party thereto from time to time and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and as Collateral Agent (the “Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Borrower wishes to amend the financial covenant set forth in Section 7.09 of the Credit Agreement in accordance with Section 10.01 of the Credit Agreement;
WHEREAS, the Required Class Lenders for the Revolving Credit Facility have agreed to amend Section 7.09 of the Credit Agreement as contemplated above on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
SECTION 1. Amendment of the Credit Agreement. The Credit Agreement is, effective as of the Amendment No. 5 Effective Date (as defined below), hereby amended as follows:
1.The following new definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
“Amendment No. 5” shall mean Amendment No. 5 to this Agreement, dated as of July 20, 2020, by and among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.
“Amendment No. 5 Effective Date” has the meaning set forth in Amendment No. 5.
“Covenant Relief Period” shall mean the period commencing on the Amendment No. 5 Effective Date and ending on the earlier of (x) December 31, 2021 and (y) the first Business Day after the date that the Borrower shall have delivered a Covenant Relief Period Termination Notice; provided that such Covenant Relief Period Termination Notice shall include reasonably detailed calculations demonstrating compliance with Section 7.09(a) (without giving effect to the final proviso set forth in the definition of “Consolidated EBITDA”) as of the last day of the most recently ended Test Period (such earlier date, the “Covenant Relief Period End Date”).


“Covenant Relief Period End Date” has the meaning set forth in the definition of “Covenant Relief Period”.
“Covenant Relief Period Termination Notice” means a certificate of a Responsible Officer of the Borrower that is delivered to the Administrative Agent stating that the Borrower irrevocably elects to terminate the Covenant Relief Period effective as of the first Business Day after the date the Administrative Agent receives a Covenant Relief Period Termination Notice.
“Liquidity” shall mean, as of any date of determination, the sum of (x) cash and Cash Equivalents (which are not Restricted Cash) that would be stated on the consolidated balance sheet of the Loan Parties as of such date of determination and (y) the amount by which the aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, in each case, as of such date.
“Secured Notes” shall have the meaning set forth in Section 7.09(c)(v).
2.Section 1.01 of the Credit Agreement is hereby amended to the add the following proviso to the end of clause (b) of the definition of “Applicable Rate”:
         “; provided, that notwithstanding the foregoing, at all times during the Covenant Relief Period, (i) the Applicable Rate with respect to 2024 Revolving Credit Loans shall be 2.50% per annum, in the case of Eurodollar Rate Loans, and 1.50% per annum, in the case of Base Rate Loans and (ii) the Applicable Rate with respect to Letter of Credit fees shall be 2.50%.”
3.Section 1.01 of the Credit Agreement is hereby amended by adding the following proviso to the end of the definition of “Consolidated EBITDA”:
        “; provided, that, solely for purposes of testing compliance with Section 7.09(a) prior to the Covenant Relief Period End Date, Consolidated EBITDA for the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020 shall be deemed equal to $90,679,106, $97,918,465 and $113,947,198, respectively (and in each case subject to adjustments made on a Pro Forma Basis in accordance with Section 1.08).”
4.Section 7.09 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“7.09 Financial Covenants.
1.Consolidated Net First Lien Leverage Ratio. As long as any Revolving Credit Commitment remains outstanding, the Borrower shall not
-2-


permit the Consolidated Net First Lien Leverage Ratio as of the last day of any Test Period (other than (x) the Test Period ending September 30, 2020 and (y) the Test Period ending December 31, 2020, unless, in each case, a Covenant Relief Period Termination Notice shall have been delivered to the Administrative Agent prior to such date) to be higher than 4.00 to 1.00 (such ratio, the “Maximum Consolidated Net First Lien Leverage Ratio”); provided that in the event the Borrower or any Restricted Subsidiary makes a Permitted Acquisition in compliance with the terms of this Agreement that causes, on a Pro Forma Basis after giving effect to such Permitted Acquisition (and any Indebtedness incurred in connection therewith), the Consolidated Net First Lien Leverage Ratio to be greater than 3.75 to 1.00 but less than or equal to 4.50 to 1.00, the Maximum Consolidated Net First Lien Leverage Ratio will be increased to 4.50 to 1.00 during the one year period following the consummation of such Permitted Acquisition (it being understood and agreed that any additional Permitted Acquisition consummated during such one year period shall not extend such period for any additional time).
2.Minimum Liquidity. As long as any Revolving Credit Commitment remains outstanding, the Borrower shall not permit Liquidity as of the last day of any Test Period ending during the Covenant Relief Period to be less than $75,000,000.
3.Additional Restrictions During the Covenant Relief Period. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Borrower agrees that, from the Amendment No. 5 Effective Date until the Covenant Relief Period End Date, for so long as there are any outstanding Revolving Credit Commitments, the following restrictions and provisions in addition to those set forth elsewhere in this Agreement and the other Loan Documents shall apply for the benefit of the Revolving Credit Lenders:
        (i)  The Borrower and the Restricted Subsidiaries shall not request or incur (A) Incremental Term Loans, (B) Revolving Commitment Increases or (C) Indebtedness pursuant to a Permitted Debt Offering, in each case, in reliance on clause (a) of the definition of “Maximum Incremental Facilities Amount” unless, after giving effect thereto, the aggregate amount of Indebtedness incurred in reliance on clause (a) of the definition of “Maximum Incremental Facilities Amount” since the Amendment No. 5 Effective Date that is secured by the Collateral on a pari passu basis with the Obligations would not exceed $200.0 million.
        (ii) The Borrower and its Restricted Subsidiaries shall not incur any Indebtedness in reliance on Section 7.02(a) or Section 7.02(b)(13).
        (iii) The Borrower and its Restricted Subsidiaries shall not create, incur, assume or suffer to exist any Lien (other than any Lien outstanding on the Amendment No. 5 Effective Date) in reliance on Section 7.01(35).
-3-


        (iv) The Borrower and its Restricted Subsidiaries shall not make any Restricted Payment in reliance on Section 7.05(a) or Section 7.05(g).
        (v) The definition of “Subordinated Indebtedness” shall be deemed to include (x) the Senior Notes and (y) the Borrower’s 6.500% notes due May 1, 2027 (the “Secured Notes”) for all purposes under Section 7.05.
        (vi) The Borrower and its Restricted Subsidiaries shall not purchase, redeem, defease, repurchase or otherwise acquire or retire the Senior Notes or the Secured Notes by exchange for, or out of the proceeds of the substantially concurrent issuance of new Indebtedness of the Borrower, in reliance on Section 7.05(d) unless such new Indebtedness is unsecured or secured by Liens on the Collateral that are junior in priority to the Obligations.
        (vii) The Borrower and its Restricted Subsidiaries shall not make additional Investments in Unrestricted Subsidiaries, Non-Guarantor Subsidiaries (or Persons who become Non-Guarantor Subsidiaries as a result of such Investments), joint ventures or Affiliates (other than any Affiliate that is a Loan Party) having an aggregate fair market value for all such Investments made during the Covenant Relief Period (as determined in good faith by the Borrower) in excess of $75.0 million.
        (viii) The Borrower and its Restricted Subsidiaries shall not enter into any Sale and Lease-Back Transaction if the Attributable Indebtedness relating to such Sale and Lease-Back Transaction, together with the Attributable Indebtedness relating to all other Sale and Lease-Back Transactions consummated during the Covenant Relief Period, would exceed $50.0 million.
The provisions of this Section 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01.”
SECTION 2. Amendment Fee. In consideration of the Revolving Credit Lenders’ agreements set forth herein, the Borrower agrees to pay to the Administrative Agent, for the account of each Consenting Lender (as defined below), an amendment fee (the “Amendment Fee”) in an amount equal to 12.5 basis points (0.125%) of the outstanding principal amount of such Revolving Credit Lender’s Revolving Commitments as of the Amendment No. 5 Effective Date. The Amendment Fee shall be fully-earned, payable and nonrefundable on the Amendment No. 5 Effective Date. As used herein, “Consenting Lender” means a Revolving Credit Lender that executes and delivers to the Administrative Agent a signature page to this Amendment on or
-4-


prior to 5:00 p.m. New York City time on July 16, 2020 (or, as to any Revolving Credit Lender, such later time or date as may be agreed by the Administrative Agent and the Borrower) and that does not revoke or otherwise withdraw such signature page prior to the effectiveness of this Amendment on the Amendment No. 5 Effective Date.
SECTION 3. Effectiveness. This Amendment shall become effective on the date (such date and time of effectiveness, the “Amendment No. 5 Effective Date”) that each of the conditions precedent set forth below shall have been satisfied:
4.the Administrative Agent shall have received executed counterparts hereof from each of the Loan Parties and Lenders constituting the Required Class Lenders for the Revolving Credit Facility;
5.the representations and warranties of each of the Loan Parties contained in Section 4 hereof shall be true and correct on and as of the Amendment No. 5 Effective Date;
6.to the extent invoiced prior to the Amendment No. 5 Effective Date, the Borrower shall have paid, or concurrently herewith shall pay, all reasonable and documented out-of-pocket expenses of the Administrative Agent in connection with this Amendment (including the reasonable fees and expenses of Cahill Gordon & Reindel llp, counsel to the Administrative Agent); and
7.the Administrative Agent shall have received the Amendment Fee on behalf of the Consenting Lenders.
SECTION 4. Representations and Warranties. In order to induce the Revolving Credit Lenders and the Administrative Agent to enter into this Amendment, each of the Loan Parties represents and warrants to each of the Revolving Credit Lenders and the Administrative Agent that, as of the Amendment No. 5 Effective Date, both before and after giving effect to the transactions contemplated by this Amendment:
(a) no Default or Event of Default exists; and
(b) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement (other than, for the avoidance of doubt, Section 5.17(b)) or any other Loan Document are true and correct in all material respects on and as of such date (except, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they are true and correct in all respects.
SECTION 5. Reference to and Effect on the Loan Documents. On and after the Amendment No. 5 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and
-5-


be a reference to the Credit Agreement, as amended by this Amendment. This Amendment constitutes a Loan Document. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of (or otherwise affect) any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Each of the Loan Parties hereby consents to the Amendment and reaffirms its obligations under the Loan Documents to which it is party and its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, with all such Liens continuing in full force and effect after giving effect to this Amendment. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document.
SECTION 6. Applicable Law; Waiver of Jury Trial.
1.THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
2.EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
SECTION 7. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
SECTION 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

[Signature pages to follow]

-6-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.
ENTERCOM MEDIA CORP., as the Borrower

By: /s/ Richard J. Schmaeling_________________Name: Richard J. Schmaeling Title: Executive Vice President – Chief Financial Officer 


[Signature Page to Amendment No. 5]

GUARANTORS:

ENTERCOM, INC.
ENTERCOM OPERATIONS, INC.
ENTERCOM MIAMI, LLC
ENTERCOM ARIZONA, LLC
ENTERCOM CALIFORNIA, LLC
ENTERCOM COLORADO, LLC
ENTERCOM CONNECTICUT, LLC
ENTERCOM FLORIDA, LLC
ENTERCOM GEORGIA, LLC
ENTERCOM ILLINOIS, LLC
ENTERCOM INDIANA, LLC
ENTERCOM KANSAS, LLC
ENTERCOM LOUISIANA, LLC
ENTERCOM MARYLAND, LLC
ENTERCOM MASSACHUSETTS, LLC
ENTERCOM MICHIGAN, LLC
ENTERCOM MINNESOTA, LLC
ENTERCOM MISSOURI, LLC
ENTERCOM NEVADA, LLC
ENTERCOM NEW YORK, LLC
ENTERCOM NORTH CAROLINA, LLC
ENTERCOM OHIO, LLC
ENTERCOM OREGON, LLC
ENTERCOM PENNSYLVANIA, LLC
ENTERCOM RHODE ISLAND, LLC
ENTERCOM SOUTH CAROLINA, LLC
ENTERCOM TENNESSEE, LLC
ENTERCOM TEXAS, LLC
ENTERCOM VIRGINIA, LLC
ENTERCOM WASHINGTON DC, LLC
ENTERCOM WASHINGTON, LLC
ENTERCOM WISCONSIN, LLC
ENTERCOM LICENSE, LLC
ENTERCOM PROPERTIES, LLC
ENTERCOM RADIO TOWER, LLC
ENTERCOM SPORTS RADIO, LLC
EVENTFUL, LLC
INFINITY BROADCASTING LLC

By: /s/Richard J. Schmaeling ___________________Name: Richard J. Schmaeling Title: Executive Vice President – Chief Financial Officer
[Signature Page to Amendment No. 5]

        

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By: /s/ Peter B. Thauer  
        Name: Peter B. Thauer
        Title: Managing Director
JPMORGAN CHASE BANK, N.A., as a Revolving Credit Lender
By: /s/ Peter B. Thauer  
        Name: Peter B. Thauer
        Title: Managing Director
BANK OF AMERICA, N.A., as a Revolving Credit Lender
By: /s/ Jonathan Tristan  
        Name: Jonathan Tristan
        Title: Vice President
Citibank, N.A., as a Revolving Credit Lender
By: /S/ Robert F. Parr  
        Name: Robert F. Parr
        Title: Vice President and Managing Director
CREDIT SUISSE AG, CAYMAN ISLAND BRANCH, as a Revolving Credit Lender
By: /s/ Vipul Dhadda  
        Name: Vipul Dhadda
        Title: Authorized Signatory
[Signature Page to Amendment No. 5]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Revolving Credit Lender
By: /s/ Bastien Dayer  
        Name: Bastien Dayer
        Title: Authorized Signatory
DEUTSCHE BANK AG NEW YORK BRANCH, as a Revolving Credit Lender
By: /s/ Michael Strobel  
        Name: Michael Strobel
        Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH, as a Revolving Credit Lender
By: /s/ Philip Tancorra  
        Name: Philip Tancorra
        Title: Vice President
Goldman Sachs Bank USA, as a Revolving Credit Lender
By: /s/ Jamie Minieri  
        Name: Jamie Minieri
        Title: Authorized Signatory
Morgan Stanley Senior Funding, Inc.,, as a Revolving Credit Lender
By: Jake Dowden  
        Name: Jake Dowden
        Title: Vice President
ROYAL BANK OF CANADA, as a Revolving Credit Lender
[Signature Page to Amendment No. 5]

By: /s/ Alfonse Simone  
        Name: Alfonse Simone
        Title: Authorized Signatory
The Toronto-Dominion Bank, New York Branch, as a Revolving Credit Lender
By: /s/ Brian MacFarlane  
        Name: Brian MacFarlane
        Title: Authorized Signatory
[Signature Page to Amendment No. 5]
Document

ENTERCOM COMMUNICATIONS ANNOUNCES AMENDMENT OF ITS CREDIT AGREEMENT
PHILADELPHIA, PA – July 20, 2020 – Entercom Communications Corp. (NYSE: ETM) announced today that it entered into an agreement to amend the financial covenants and other provisions under its Credit Agreement solely for the benefit of its revolver lenders (the “Amendment”). During the covenant relief period, which extends through December 31, 2021, unless terminated earlier by Entercom, the Amendment:

•Provides for a covenant holiday for the quarters ending September 30, 2020 and December 31, 2020
•Recommences covenant testing beginning March 31, 2021 and modifies the definition of Consolidated EBITDA by setting fixed amounts for the quarters ending June 30, 2020, September 30, 2020 and December 31, 2020. These fixed amounts are the amounts previously reported by Entercom to its lenders for the quarters ending June 30, 2019, September 30, 2019 and December 31, 2019, respectively.
•Increases the interest rate applicable to the 2024 Revolving Credit Loans by 25 bps
•Adds a new minimum liquidity covenant of $75 million
•Limits the Company’s ability to issue additional 1st lien debt to $200 million
•Imposes other restrictions, including certain limitations on making restricted payments, redeeming notes and entering into certain sale and lease-back transactions
•Provides that these amendment provisions fall away at the end of the covenant relief period (e.g., the interest rate applicable to the 2024 Revolving Credit Loans reverts back to the prior applicable margin)

The foregoing summary of the Amendment does not purport to be complete. A copy of the full Amendment is filed with the Company’s Current Report on Form 8-K, dated today, as Exhibit 10.1.

“We are pleased to announce this credit facility amendment, which addresses the significant impact that COVID-19 has had on the economy and our advertising revenues,” said David J. Field, Chairman, President and Chief Executive Officer, Entercom. “As previously announced, we have taken a number of actions to reduce costs and enhance our business model to both weather the storm and emerge stronger. We ended the second quarter in a strong liquidity position with $208 million of cash on-hand, up from $189 million at the end of March. During the 2nd quarter, we saw sequential month over month improvement in our revenue performance from April and we see the same pattern of month over month improvement in our pacing data for the 3rd quarter. Entercom is well positioned to fully participate in the recovery and the attractive growth opportunities in the audio space, with strong leadership positions in broadcast radio and podcasting, the fastest growing digital audio platform, unparalleled leadership in news and sports, and strong data and analytics capabilities. We will provide further comments on our performance and the outlook for the 3rd quarter during our 2nd quarter earnings call on August 7th.”



INVESTOR CONTACT:
Joseph Jaffoni, Jennifer Neuman, Norberto Aja
JCIR
212-835-8500
etm@jcir.com

MEDIA CONTACT:
Esther-Mireya Tejeda
Entercom
212-649-9686
Esther-Mireya.Tejeda@Entercom.com
@EntercomPR

Note Regarding Forward-Looking Statements
The information in this news release is being widely disseminated in accordance with the Securities and Exchange Commission's Regulation FD.

This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Additional information and key risks are described in the Company’s filings on Forms S-4, 8-K, 10-Q and 10-K with the Securities and Exchange Commission. Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general. The unaudited pro forma information and same station operating data reflect adjustments and are presented for comparative purposes only and do not purport to be indicative of what has occurred or indicative of future operating results or financial position. Accordingly, the Company’s actual performance may differ materially from those stated or implied herein. The Company assumes no obligation to publicly update or revise any unaudited pro forma or forward-looking statements.

About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is a leading audio and entertainment company engaging over 170 million consumers each month through its iconic broadcast brands, expansive digital platform, premium podcast network and live events and experiences. With presence in every major U.S. market, and accessible on every device, Entercom delivers the industry’s most compelling live and on-demand content and experiences from voices and influencers its communities trust and love. The company’s robust portfolio of assets and integrated solutions offer advertisers today’s most engaged audiences through targeted reach, brand amplification and local activation—all at national scale. Entercom is the unrivaled leader in local radio sports and news and the #1 creator of live, original local audio content in the U.S. Learn more at www.entercom.com, Facebook and Twitter (@Entercom).
###


v3.20.2
Document and Entity Information
Jul. 20, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 20, 2020
Entity Registrant Name ENTERCOM COMMUNICATIONS CORP
Entity Incorporation, State or Country Code PA
Entity File Number 001-14461
Entity Tax Identification Number 23-1701044
Entity Address, Address Line One 2400 Market Street
Entity Address, Address Line Two 4th Floor
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19103
City Area Code 610
Local Phone Number 660-5610
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $.01 per share
Trading Symbol ETM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001067837
Amendment Flag false