Exhibit 10.03


FIRST AMENDMENT

TO

FIRST AMENDED AND RESTATED CREDIT AGREEMENT


This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED
CREDIT AGREEMENT (this “Amendment”) is entered into as of September 22, 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 (“Syndication Agent”), and the other Lenders party
hereto.


RECITALS


A.            The
Borrower, the Parent, the Administrative Agent, the Syndication Agent, and the
Lenders parties thereto entered into that certain First Amended and Restated
Credit Agreement dated as of August 12, 2004 (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.


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)            Section 1.1 of
the Credit Agreement is hereby amended by adding the definitions of “First
Amendment” and “First Amendment Effective Date” in alphabetical
order as provided below:


“First
Amendment” means that certain First Amendment to First Amended and Restated
Credit Agreement, dated as of September 22, 2006, among the Borrower, the
Lenders party thereto, the Administrative Agent and the Syndication Agent.









 



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


(b)            Section 6.15 of
the Credit Agreement is hereby amended by deleting such section in its
entirety.


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 the 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;


(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)



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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.  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)            Other Documents, Certificates and Instruments.  The Administrative Agent shall have received,
in form and substance satisfactory to the Administrative Agent and its counsel,
resolutions authorizing execution of this Amendment and such other documents,
certificates and instruments as the Administrative 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.



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(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.


(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]


 



 4















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:

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A., as Syndication

  Agent and a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Todd Shipley

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  KEYBANK,
  NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer
  and a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  HARRIS
  NESBITT FINANCING, INC. as a Lender and HARRIS NESBITT as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK,

  
	
   

  	
  as
  Co-Documentation Agent and a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK, as Co-Documentation Agent and a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



Signature
Pages for Entercom Radio, LLC

First Amendment to First Amended and Restated Credit Agreement









 



 


	
  

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  MIZUHO CORPORATE BANK, LTD., as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



Signature
Pages for Entercom Radio, LLC

First Amendment to First Amended and Restated Credit Agreement


 










 



 


	
  

  	
  THE BANK OF NEW YORK, as a
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ING CAPITAL LLC, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBSTER BANK, NATIONAL ASSOCIATION,
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  UFJ BANK LIMITED, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH CAPITAL CORPORATION,
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC,
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



Signature
Pages for Entercom Radio, LLC

First Amendment to First Amended and Restated Credit Agreement


 










 



 


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ACKNOWLEDGED AND AGREED:

  
	
   

  	
  ENTERCOM COMMUNICATIONS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
   

  	
  John C. Donlevie

  
	
   

  	
   

  	
  Title: 

  	
   

  	
  Executive Vice President

  



 


DELAWARE EQUIPMENT HOLDINGS, LLC


ENTERCOM CAPITAL, INC.


ENTERCOM BOSTON 1 TRUST


ENTERCOM BOSTON LICENSE, LLC


ENTERCOM BOSTON, LLC


ENTERCOM BUFFALO LICENSE, LLC


ENTERCOM BUFFALO, 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


 


 


Signature
Pages for Entercom Radio, LLC

First Amendment to First Amended and Restated Credit Agreement










 



ENTERCOM GREENVILLE, LLC


ENTERCOM INDIANAPOLIS LICENSE, LLC


ENTERCOM INDIANAPOLIS, LLC


ENTERCOM KANSAS CITY LICENSE, LLC


ENTERCOM KANSAS CITY, LLC


ENTERCOM LONGVIEW LICENSE, LLC


ENTERCOM LONGVIEW, 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 WICHITA LICENSE, LLC


ENTERCOM WICHITA, LLC


ENTERCOM WILKES-BARRE SCRANTON,
LLC


ENTERCOM
SPRINGFIELD, LLC


ENTERCOM
SPRINGFIELD LICENSE, LLC


	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
  John C. Donlevie

  
	
   

  	
  Title:

  	
   

  	
  Executive Vice President

  
	
   

  	
   

  
	
  ENTERCOM INCORPORATED

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
  John C. Donlevie

  
	
   

  	
  Title:

  	
   

  	
  President

  



Signature
Pages for Entercom Radio, LLC

First Amendment to First Amended and Restated Credit Agreement