Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated SG Broadcasting Promissory Note

On August 28, 2020, MediaCo Holding Inc. (the "Company") entered into Amendment No. 3 (the "Amendment") to its amended and restated term loan agreement (such agreement, as so amended, the "Senior Credit Facility"), in order, among other things, (i) to modify certain provisions relating to the repayment of the Term Loan (as defined in the Senior Credit Facility) such that no quarterly payments shall be required beginning with the fiscal quarter ending September 30, 2020 through and including the fiscal quarter ending June 30, 2021 and (ii) to suspend the testing of the Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) from July 1, 2020 through and including June 30, 2021.

The foregoing description is qualified in its entirety by reference to the complete terms and conditions of the Amendment, which is filed as Exhibit 10.1 hereto, and which is incorporated by reference herein.




Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.

The information provided with respect to the Amendment under 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.

See the Exhibit Index below, which is incorporated by reference herein.





Exhibit No.   Description
   10.1         Amendment No. 3 to Amended and Restated Term Loan Agreement, dated as
              of August 28, 2020, by and among MediaCo Holding Inc., the other parties
              designated as borrowers thereto, the financial institutions from time to
              time party thereto, and GACP Finance Co., LLC, a Delaware limited
              liability company, as administrative agent and collateral agent.

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