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]
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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