Exhibit
10.07


SECOND AMENDMENT

TO

FIRST AMENDED AND RESTATED CREDIT AGREEMENT


This
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
is entered into as of December 8, 2006, by and among ENTERCOM RADIO, LLC, a
Delaware limited liability company (the “Borrower”), ENTERCOM
COMMUNICATIONS CORP., a Pennsylvania corporation (the “Parent”), KEYBANK
NATIONAL ASSOCIATION, individually and as Administrative Agent and L/C
Issuer  (the “Administrative Agent”),
BANK OF AMERICA, N.A., individually and as Syndication Agent (the “Syndication
Agent”), JPMORGAN CHASE BANK, N.A., individually and as Co-Documentation
Agent (the “Co-Documentation Agent”), and the other Lenders party
hereto.


RECITALS


A.            The Borrower, the Parent, the
Administrative Agent, the Syndication Agent, the Co-Documentation Agent and the
Lenders parties thereto entered into that certain First Amended and Restated
Credit Agreement dated as of August 12, 2004 (as amended by that certain First
Amendment to First Amended and Restated Credit Agreement, dated as of September
22, 2006, and as the same may be amended, restated or modified from time to
time, the “Credit Agreement”). 
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement.


B.            The Borrower has requested certain
amendments to the Credit Agreement, including, without limitation, an increase
of the revolving Commitment Loans by using $100,000,000 of the Incremental
Facility, adding a pricing tier, amending the financial covenants, replenishing
the Incremental Facility to $500,000,000, and making certain other changes.


C.            The Borrower and the Required
Lenders have agreed, subject to the terms and conditions specified herein, to
amend certain provisions of the Credit Agreement.


NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


Section 1.              AMENDMENTS.


Subject to the covenants, terms and conditions set
forth in this Amendment, and in reliance upon the representations and
warranties of the Borrower made herein, the undersigned Lenders (which Lenders
constitute the Required Lenders required under Section 10.01 of the
Credit Agreement to effect the following amendments) amend the Credit Agreement
as follows:













(a)           Amendment of Definitions.


(i)      Definition of
Applicable Rate.  Section 1.1
of the Credit Agreement is hereby amended by deleting in its entirety the table
set forth in the definition of “Applicable Rate” and substituting the
following table in its stead:


	
  Applicable Rate

  	
   

  
	
  Pricing

  Level

  	
   

  	
  Consolidated

  Leverage Ratio

  	
   

  	
  Commitment

  Fee

  	
   

  	
  Eurodollar Rate

  and

  Letters of Credit

  	
   

  	
  Base Rate

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
  £ 2.00 to 1

  	
   

  	
   

  	
  0.200

  	
  %

  	
   

  	
   

  	
  0.625

  	
  %

  	
   

  	
   

  	
  0.000

  	
  %

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
  >2.00:1 but £
  3.50:1

  	
   

  	
   

  	
  0.250

  	
  %

  	
   

  	
   

  	
  0.750

  	
  %

  	
   

  	
   

  	
  0.000

  	
  %

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
  >3.50:1 but £
  4.00:1

  	
   

  	
   

  	
  0.300

  	
  %

  	
   

  	
   

  	
  0.875

  	
  %

  	
   

  	
   

  	
  0.000

  	
  %

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
  >4.00:1 but £
  4.50:1

  	
   

  	
   

  	
  0.375

  	
  %

  	
   

  	
   

  	
  1.000

  	
  %

  	
   

  	
   

  	
  0.000

  	
  %

  	
   

  
	
   

  	
  5

  	
   

  	
   

  	
  >4.50:1 but £
  5.00:1

  	
   

  	
   

  	
  0.375

  	
  %

  	
   

  	
   

  	
  1.125

  	
  %

  	
   

  	
   

  	
  0.125

  	
  %

  	
   

  
	
   

  	
  6

  	
   

  	
   

  	
  >5.00:1 but £
  5.50:1

  	
   

  	
   

  	
  0.375

  	
  %

  	
   

  	
   

  	
  1.375

  	
  %

  	
   

  	
   

  	
  0.375

  	
  %

  	
   

  
	
   

  	
  7

  	
   

  	
   

  	
  >5.50:1

  	
   

  	
   

  	
  0.375

  	
  %

  	
   

  	
   

  	
  1.500

  	
  %

  	
   

  	
   

  	
  0.500

  	
  %

  	
   

  



 


(ii)     Definition of
Consolidated Interest Charges.  Section
1.1 of the Credit Agreement is hereby amended by deleting in its entirety
the definition of “Consolidated Interest Charges “ and substituting the
following definition in its stead:


“Consolidated Interest Charges” means, for any
period, for the Parent, the Borrower and their Subsidiaries on a consolidated
basis, the sum of (a) all cash interest, premium payments, debt discount, fees,
charges (excluding fees and charges related to this Agreement) and related cash
expenses of the Parent, the Borrower and their Subsidiaries in connection with
borrowed money (including capitalized interest) or in connection with the
deferred purchase price of assets, in each case to the extent treated as
interest in accordance with GAAP, and (b) the portion of rent expense of the
Parent, the Borrower and their Subsidiaries paid in cash during such period
under capital leases that is treated as interest in accordance with GAAP, in
the case of (a) and (b) preceding, net of (i) consolidated interest income of
the Parent, the Borrower and their Subsidiaries for such period and (ii)
interest accrued on the $1,000,000 of capital leases and other obligations
described in subsection (e) of the definition of Consolidated Funded
Indebtedness.  For purposes of
calculating Consolidated Interest Charges in any period, (i) net cash payments
made or received by the Parent, the Borrower and their Subsidiaries with
respect to Swap Contracts shall be included in the computation of gross
interest expense, (ii) any Acquisition by the Borrower, the Parent or
their Subsidiaries, may, (A) if the Borrower has made an election to do so
for Consolidated Operating Cash Flow in accordance with the terms of the
definition thereof with respect to the applicable Acquisition, and
(B) after notice to the Administrative Agent, be deemed to have occurred
on the first day of such period and (iii) any Disposition of any Station
or other assets for consideration in excess of $25,000,000 by any of the
Parent, the Borrower or any of their Subsidiaries (and any related incurrence
or repayment of Indebtedness) which occurs during such period shall be deemed
to have occurred on the first day of such period.



 2
 









Notwithstanding the foregoing, the contribution to
items (a) and (b) above from Non-Wholly Owned Subsidiaries shall be limited to
the amount of such items for which a Loan Party has direct liability.


(iii)    Definition of
Consolidated Operating Cash Flow.  Section
1.1 of the Credit Agreement is hereby amended by deleting in its entirety
the definition of “Consolidated Operating Cash Flow” and substituting
the following definition in its stead:


“Consolidated Operating Cash Flow” means for
the Parent, the Borrower and their Subsidiaries (excluding Non-Wholly Owned
Subsidiaries, except as specifically provided in subsection (c) below), the sum
of (a) Consolidated Net Income (excluding to the extent included in Consolidated
Net Income (i) extraordinary gains, including net gains on the sales of
assets other than asset sales in the ordinary course of business, (ii) any
items of extraordinary loss, including net losses on the sale of assets other
than asset sales in the ordinary course of business and (iii) (without
duplication), up to $10,000,000 in connection with the settlement of and
expenses relating to, legal or administrative proceedings of the Parent, the
Borrower or the Subsidiaries that (x) are uninsured and (y) exist and were
disclosed to the Lenders on or prior to the Second Amendment Effective Date
(which such legal and administrative proceedings are unresolved as of the
Second Amendment Effective Date), plus (b) interest expense, depreciation
and amortization, deferred and other non-cash charges, plus (c) to the extent
received by the Borrower and not already included in Consolidated Net Income,
cash received from joint ventures and Non-Wholly Owned Subsidiaries, plus
(d) equity based compensation, if any, plus (e) up to $2,000,000 in
connection with pro forma cost savings of the Borrower in connection with
Acquisitions (the “Add Back”), but only to the extent that (i) such cost
savings are reflected in good faith projections delivered to the Administrative
Agent, (ii) the Borrower has taken all such necessary action to generate such
annualized cost savings no later than 180 days after the consummation of the
Acquisitions, and (iii) such Add Back is reduced each consecutive fiscal
quarter of the Borrower after its initial use by up to $500,000 (or such lesser
amount as equals one-fourth of the total Add Back) per quarter, plus
(f) up to $1,500,000 (without duplication) on a one-time basis in
connection with out-of-pocket transaction costs incurred by the Borrower prior
to the Second Amendment Effective Date in connection with non-consummated
Acquisitions.  For purposes of
calculating Consolidated Operating Cash Flow with respect to any Acquisition or
Disposition of any Station or assets that occurs during any period of
determination, and any related incurrence or repayment of Consolidated Funded
Indebtedness (including its effect on Operating Cash Flow), (x) any Acquisition
by the Borrower, the Parent or their Subsidiaries, may, at the option of the
Borrower after notice to the Administrative Agent, be deemed to have occurred
on the first day of such period and (y) any Disposition of any Station or other
assets for consideration in excess of $25,000,000 by any of the Parent, the
Borrower or any of their Subsidiaries, (and any related incurrence or repayment
of Indebtedness) which occurs during such period shall be deemed to have
occurred on the first day of



 3
 









such period.  In
addition, the Borrower may elect to adjust Consolidated Operating Cash Flow to
give effect to the cancellation of sports agreements.


(iv)   Definition of Limited
Period.  Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Limited
Period” in its entirety.


(v)    Definition of Non-Wholly
Owned Subsidiary.  Section 1.1
of the Credit Agreement is hereby amended by deleting in its entirety the
definition of “Non-Wholly Owned Subsidiary” and substituting the
following definition in its stead:


“Non-Wholly Owned Subsidiary” means a direct or
indirect Subsidiary of the Parent or the Borrower the Equity Interests of which
are not 100% owned by the Parent, the Borrower and their wholly owned
Subsidiaries.  Each Subsidiary of a
Non-Wholly Owned Subsidiary shall also be a Non-Wholly Owned Subsidiary.


(vi)   Addition of New Definitions.  Section 1.1 of the Credit Agreement is
hereby amended by adding the following new definitions of “Second Amendment”
and “Second Amendment Effective Date” in alphabetical order:


“Second Amendment” means that certain Second
Amendment to First Amended and Restated Credit Agreement, dated as of December
8, 2006, among the Borrower, Parent, the Lenders party thereto, the
Administrative Agent, the Syndication Agent and the Co-Documentation Agent.


“Second Amendment Effective Date” means the
date that all of the conditions precedent set forth in Section 3 of the Second
Amendment have been satisfied.


(b)            Amendment to Section 2.13(a).  Section 2.13(a) of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting the
following Section 2.13(a) in its stead:


(a)            Request
for Incremental Facility.  Provided
(i) there exists no Default both before and after giving effect to
any such incurrence of an increase or additional term loan or revolver loan,
(ii) such increase and/or incurrence of an additional term loan or
revolver loan is permitted pursuant to the terms of the Indenture and the
Senior Subordinated Notes Documents and (iii) the Arrangers and the Agents
consent thereto, upon notice to the Administrative Agent (which shall promptly
notify the Lenders), the Borrower may from time to time, request (x) an
increase in the Aggregate Commitments, (y) the addition of an incremental term
loan (an “Incremental Term Loan”), or (z) the addition of an incremental
revolver loan (an “Incremental Revolver Loan”) (an Incremental Revolver
Loan or an Incremental Term Loan, or both, are herein collectively referred to
as an “Incremental Facility”) by an amount (for all such requests in the
aggregate) not exceeding $500,000,000 (such amount being replenished to
$500,000,000 as the maximum amount after giving effect to the $100,000,000
facility increase as described in the Second Amendment); provided that
any such request for an increase in the Aggregate Commitments or any
Incremental Facility shall be in a minimum amount of



 4
 









$50,000,000.  At
the time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Lenders).


(c)            Amendment to Sections 7.06(c) and (d).  Sections 7.06(c) and (d) of the Credit
Agreement are hereby amended by deleting them in their entirety and
substituting the following sections (c) and (d) in their stead:


(c)           so long as there exists no Default
both before and after giving effect to each such payment as demonstrated in the
most recently completed compliance certificate previously delivered, the
Borrower and the Parent may declare and pay cash dividends and make stock
redemptions, repurchases and capital distributions to Parent, or Parent’s
stockholders;


(d)           the (i) Subsidiaries of the Borrower
may declare and pay dividends up to the Borrower in an aggregate amount over
the term of this Agreement not to exceed $10,000,000 and (ii) Borrower may
declare and pay dividends up to the Parent in an aggregate amount over the term
of this Agreement not to exceed $10,000,000; provided that, in each case of (i)
and (ii) preceding, such dividends may only be declared and paid so that such
funds can be used to make payments relating to the settlement of and expenses
relating to, legal or administrative proceedings of the Parent, the Borrower or
the Subsidiaries that (A) are uninsured and (B) exist and were disclosed
to the Lenders on or prior to the Second Amendment Effective Date (which such
legal and administrative proceedings are unresolved as of the Second Amendment
Effective Date); and


(d)            Amendment to Sections 7.02(e), (f) and (g)
and the Final Paragraph of Section 7.02.  Sections 7.02(g) of the Credit
Agreement is hereby deleted in its entirety. 
Sections 7.02(e) and (f) of the Credit Agreement, and the final
paragraph of Section 7.02, are hereby amended by deleting them in
their entirety and substituting the following sections (e), (f) and the
final paragraph below in their stead:


(e)           Guarantees permitted by Section 7.03;
and


(f)            so long as there exists no Default
both before and after giving effect to each such Investment as demonstrated in
the most recently completed compliance certificate previously delivered, the
Borrower may make Investments, including Investments in Non-Wholly Owned
Subsidiaries.


Notwithstanding the
foregoing, for purposes of calculating the aggregate amount of Investments
permitted pursuant to subsection (b) above, each Investment of a Non-Wholly
Owned Subsidiary made pursuant to such clause shall be included in the
calculation of the limit in the applicable subsection in an amount equal to (x)
the amount of such Investment multiplied by (y) the percentage interest of
(calculated with respect to outstanding Equity Interests owned by) the Loan
Parties in the applicable Non-Wholly Owned Subsidiary.



 5
 









(e)    Amendment to Section 7.13.  Section 7.13 of the Credit Agreement
is hereby amended by deleting it in its entirety and substituting the following
Section 7.13 in its stead:


(a)           Consolidated Interest Coverage
Ratio.  Permit the Consolidated
Interest Coverage Ratio as of the last day of any fiscal quarter of the
Borrower included in the periods set forth below to be less than the ratio set
forth below opposite such period:




	
  Four Fiscal Quarters Ending

  	
   

  	
  Minimum Consolidated

  Interest Coverage Ratio

  	
   

  
	
  Second Amendment
  Effective Date through June 30, 2007

  	
   

  	
  2.25 to 1.00

  	
   

  
	
  July 1, 2007 and
  thereafter

  	
   

  	
  2.50 to 1.00

  	
   

  






 


(b)           Consolidated Fixed Charge Coverage
Ratio.  Permit the Consolidated Fixed
Charge Coverage Ratio as of the last day of any fiscal quarter of the Borrower
included in the periods set forth below to be less than the ratio set forth
below opposite such period:




	
  Four Fiscal Quarters Ending

  	
   

  	
  Minimum Consolidated

  Fixed Charge Coverage Ratio

  	
   

  
	
  Second Amendment
  Effective Date through June 30, 2007

  	
   

  	
  1.05
  to 1.00

  	
   

  
	
  July 1, 2007 and thereafter

  	
   

  	
  1.10 to 1.00

  	
   

  






 


(c)           Consolidated
Leverage Ratio.  Permit the
Consolidated Leverage Ratio at any time to be greater than 5.75 to 1.00.


(f)             Schedule
2.01.  Schedule
2.01 of the Credit Agreement shall be deleted in its entirety and the
attached Schedule 2.01 shall be substituted in its stead.


(g)            Incremental
Facility Increase. 
The parties hereto agree that after giving effect to the Second
Amendment, the Incremental Facility shall be replenished to a maximum aggregate
amount of $500,000,000 to be used in accordance with the terms of Section
2.13.


Section
2.              REPRESENTATIONS AND
WARRANTIES.


By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof:


(a)            (i) the Borrower has full power and authority to
execute and deliver this Amendment, (ii) this Amendment has been duly
executed and delivered by the Borrower, and (iii) this Amendment and the
Credit Agreement, as amended hereby, constitute legal, valid and binding
obligations of the Borrower, enforceable in accordance with the terms hereof
(subject as to enforcement of remedies to any applicable bankruptcy,
reorganization, moratorium, or other laws or principles of equity affecting the
enforcement of creditors’ rights generally);


(b)            there exists no Default under the Credit Agreement both
before and after giving effect to this Amendment;



 6
 









(c)            the representations and warranties set forth in the
Credit Agreement and other Loan Documents are true and correct in all material
respects on the date hereof both before and after giving effect to this
Amendment; except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date, and except that the representations
and warranties contained in subsections (a) and (b) of Section 5.05 of
the Credit Agreement shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01
of the Credit Agreement;


(d)            the Borrower has complied in all material respects with
all agreements and conditions to be complied with by it under the Credit
Agreement and the other Loan Documents by the date hereof;


(e)            the Credit Agreement, as amended hereby, and the other Loan
Documents remain in full force and effect;


(f)             neither the execution, delivery and performance of this
Amendment or the Credit Agreement, as amended hereby, nor the consummation of
any transactions contemplated herein or therein, will conflict with any Law or
Organization Documents of the Borrower, or any indenture, agreement or other
instrument to which the Borrower or any of its properties are subject; and


(g)            no authorization, approval, consent, or other action by,
notice to, or filing with, any governmental authority or other Person
(including the board of directors of the Borrower) not previously obtained is
required for the execution, delivery or performance by the Borrower of this
Amendment.


Section 3.             CONDITIONS
PRECEDENT.


The parties
hereto agree that the amendments set forth herein shall not be effective until
the satisfaction in full of each of the following conditions precedent, each in
a manner satisfactory to the Administrative Agent and the Lenders parties
hereto in their sole discretion:


(a)            Execution and Delivery
of this Amendment.  The
Administrative Agent shall have received a copy of this Amendment executed and
delivered by the Borrower, the Guarantors and by Lenders constituting the
Required Lenders.


(b)            Representations and
Warranties.  There shall be no
Default both before and after giving effect to this Amendment, and each of the
representations and warranties made herein shall be true and correct on and as
of the date hereof, as if made on and as of such date, both before and after giving
effect to the amendments set forth herein.


(c)            Notes.  The Administrative Agent shall have received
executed new Notes in the amounts set forth on Schedule 2.01 attached
hereto and otherwise in form and substance acceptable to the Administrative Agent
and the Syndication Agent.


(d)            Authorizing
Documentation.  The
Administrative Agent shall have received copies of all resolutions and other
authorizing documentation evidencing the Borrower’s and the Guarantors’
authority to enter into this Second Amendment and perform its obligations
hereunder.



 7
 









(e)            Opinion of Counsel.  The Administrative Agent shall have received
an opinion of counsel to the Borrower and the Guarantors in form and substance
acceptable to the Administrative Agent and the Syndication Agent.


(f)             Other Documents,
Certificates and Instruments. 
The Administrative Agent shall have received, in form and substance
satisfactory to the Administrative Agent and the Syndication Agent such other
documents, certificates and instruments as the Administrative Agent or the
Syndication Agent shall require.


Section 4.              MISCELLANEOUS.


(a)            Guarantors
Acknowledgement.  By signing
below, each Guarantor (i) acknowledges, consents and agrees to the
execution, delivery and performance by the Borrower of this Amendment,
(ii) acknowledges and agrees that its obligations in respect of its
Guaranty are not released, diminished, waived, modified, impaired or affected
in any manner by this Amendment or any of the provisions contemplated herein,
(iii) ratifies and confirms its obligations under its Guaranty, and
(iv) acknowledges and agrees that it has no claims or offsets against, or
defenses or counterclaims to, its Guaranty.


(b)            Ratification and
Confirmation of Loan Documents and Liens.  As a material inducement to the Lenders to
agree to amend the Credit Agreement as set forth herein, the Borrower and the
Guarantors hereby (i) ratify, acknowledge and confirm the continuing
existence, validity and effectiveness of the Loan Documents (subject as to
enforcement of remedies to any applicable bankruptcy, reorganization,
moratorium, or other laws or principles of equity affecting the enforcement of
creditors’ rights generally) to which they are parties, including, without
limitation the Pledge Agreements and the Liens granted under the Pledge
Agreement, (ii) agree that the execution, delivery and performance of this
Amendment shall not in any way release, diminish, impair, reduce or otherwise
adversely affect such Loan Documents and Liens and (iii) acknowledge and agree
that the Liens granted under the Pledge Agreements secure (A) the payment
of the Obligations under the Loan Documents in the same priority as on the date
such Liens were created and perfected, and (B) the performance and observance
by the Borrower and the other Loan Parties of the covenants, agreements and
conditions to be performed and observed by each under the Credit Agreement, as
amended hereby.


(c)            Fees and Expenses.  The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution, and delivery of this Amendment and the
other documents prepared in connection herewith, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent.


(d)            Headings.  Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.


(e)            APPLICABLE LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



 8
 









(f)             Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document.  For
purposes of this Amendment, a counterpart hereof (or signature page thereto)
signed and transmitted by any Person party hereto to the Administrative Agent
(or its counsel) by facsimile machine, telecopier or electronic mail is to be
treated as an original.  The signature of
such Person thereon, for purposes hereof, is to be considered as an original
signature, and the counterpart (or signature page thereto) so transmitted is to
be considered to have the same binding effect as an original signature on an
original document.


(g)            FINAL AGREEMENT.  THIS AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT, THE NOTES, THE PLEDGE AGREEMENTS AND THE OTHER LOAN DOCUMENTS
EXECUTED IN CONNECTION THEREWITH, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


[Remainder of Page
Intentionally Left Blank; Signature Page Follows]


 



 9















IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers thereunto duly
authorized as of the date first above written.


	
  

  	
  ENTERCOM RADIO, LLC

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	 
	
  

  	
  BANK OF AMERICA, N.A., as Syndication 

  Agent and a Lender

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Todd Shipley

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  
					



 


 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  KEYBANK, NATIONAL ASSOCIATION,
  as 

  Administrative Agent, L/C Issuer and a Lender

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  BMO CAPITAL MARKETS FINANCING, INC.
  as a Lender and BMO CAPITAL MARKETS
  as Co-Documentation Agent

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  JPMORGAN CHASE BANK,

  as Co-Documentation Agent and a Lender

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  SUNTRUST BANK, as
  Co-DocumentationAgent and a Lender 

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  SUMITOMO MITSUI BANKING CORPORATION., NEW YORK,
  as a Lender 

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 


 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement















 


	
  

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,
  as a Lender

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  UNION BANK OF  CALIFORNIA, N.A., as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  MIZUHO CORPORATE BANK, LTD.,
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  NATIONAL AUSTRALIA BANK LIMITED, A.C.N. 004 044
  937, as a Lender 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  CREDIT SUISSE FIRST BOSTON, acting through its
  Cayman Islands Branch, as a Lender 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  THE BANK OF NEW YORK, as a
  Lender 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  COMERICA BANK, as a Lender 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement















 


	
  

  	
  ING CAPITAL LLC, as a Lender

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  WEBSTER BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  UFJ BANK LIMITED, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  MERRILL LYNCH CAPITAL

  CORPORATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  THE ROYAL BANK OF SCOTLAND PLC, as
  a

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION, as
  a

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  BNP PARIBAS, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement
 









 


	
  

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 Signature Pages for Entercom Radio, LLC
 Second Amendment to First Amended and Restated Credit Agreement














 


	
  

  	
   

  	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  	
  ENTERCOM COMMUNICATIONS CORP.

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John C. Donlevie

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  
	
   

  	
   

  	
  DELAWARE EQUIPMENT HOLDINGS,
  LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM AUSTIN LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM AUSTIN, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM CAPITAL, INC.

  	
   

  
	
   

  	
   

  	
  ENTERCOM BOSTON 1 TRUST

  	
   

  
	
   

  	
   

  	
  ENTERCOM BOSTON LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM BOSTON, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM BUFFALO LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM BUFFALO, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM CINCINNATI LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM CINCINNATI, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM DENVER LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM DENVER, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM GAINESVILLE LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM GAINESVILLE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM GREENSBORO LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM GREENSBORO, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM GREENVILLE LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM GREENVILLE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM INDIANAPOLIS LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM INDIANAPOLIS, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM KANSAS CITY LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM KANSAS CITY, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM MADISON LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM MADISON, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM MEMPHIS LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM MEMPHIS, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM MILWAUKEE LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM MILWAUKEE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM NEW ORLEANS LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM NEW ORLEANS, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM NEW YORK, INC.

  	
   

  
	
   

  	
   

  	
  ENTERCOM NORFOLK LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM NORFOLK, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM PORTLAND LICENSE, LLC

  	
   

  
	
   

  	
   

  	
  ENTERCOM PORTLAND, LLC

  	
   

  












 


	
   

  	
   

  	
  ENTERCOM PROVIDENCE LICENSE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM PROVIDENCE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM ROCHESTER LICENSE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM ROCHESTER, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM SACRAMENTO LICENSE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM SACRAMENTO, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM SEATTLE LICENSE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM SEATTLE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM SPRINGFIELD, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM SPRINGFIELD LICENSE, LLC 

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM WICHITA LICENSE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM WICHITA, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERCOM WILKES-BARRE SCRANTON,
  LLC

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John C. Donlevie

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  
	
   

  	
   

  	
  ENTERCOM INCORPORATED

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John C. Donlevie

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President