Material Agreement Form 8 K

Amendment to Existing First Lien Credit Agreement

On April 17, 2024, MediaCo Holding Inc., an Indiana corporation ("MediaCo"), and its direct and indirect subsidiaries entered into a maximum $45.0 million first lien term loan credit facility (the "Existing First Lien Credit Agreement"; the Existing First Lien Credit Agreement, as amended by the First Amendment (as defined below), the "First Lien Credit Agreement"), with White Hawk Capital Partners, LP, as term agent thereunder (the "Term Agent"), and the lenders party thereto. Under the terms of the Existing First Lien Credit Agreement, MediaCo received an initial term loan of $35.0 million on April 17, 2024 (the "Initial Loan") and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions.

On September 10, 2024, MediaCo and its direct and indirect subsidiaries entered into an amendment to the Existing First Lien Credit Agreement (the "First Amendment"), with the Term Agent and the lenders party thereto, to amend the terms of the Existing First Lien Credit Agreement, to, among other things, (x) provide additional commitments to the existing delayed draw facility of up to $7.5 million subject to the terms and conditions set forth in the First Lien Credit Agreement (the "First Amendment Delayed Draw Term Facility") and (y) make certain other changes to the Existing First Lien Credit Agreement as set forth in the First Amendment.

The foregoing description of the First Lien Credit Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the First Lien Credit Agreement, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.

Waiver to Existing Second Lien Credit Agreement

On April 17, 2024, MediaCo and its direct and indirect subsidiaries entered into a maximum $30.0 million second lien term loan credit facility (the "Existing Second Lien Credit Agreement"), with HPS Investment Partners, LLC ("HPS") as term agent, and the lenders party thereto. Under the terms of the Existing Second Lien Credit Agreement, MediaCo received a second lien term loan of $30.0 million.

On September 10, 2024, MediaCo and its direct and indirect subsidiaries obtained a waiver to the Existing Second Lien Credit Agreement (the "Second Lien Waiver"), from HPS and the lenders party thereto, to waive certain restrictions relating to the incurrence of the First Amendment Delayed Draw Facility and certain other restrictions as set forth therein.

The foregoing description of the Second Lien Waiver is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Lien Waiver, which is attached as Exhibit 10.2 to this report and incorporated by reference herein.