BE RENEWED AND RESTATED BY THE TERMS OF THIS AGREEMENT), ALL OTHER
TERMS AND PROVISIONS SUPERSEDE IN THEIR ENTIRETY THE EXISTING CREDIT AGREEMENT.
ALL PLEDGE AGREEMENTS GRANTING A PLEDGE IN THE EQUITY INTERESTS OF THE BORROWER
AND THE SUBSIDIARIES OF THE BORROWER AND THE PARENT, AND ALL GUARANTIES EXECUTED
BY THE PARENT AND THE SUBSIDIARIES OF THE PARENT AND THE BORROWER EXECUTED AND
DELIVERED IN CONNECTION WITH THIS AGREEMENT THAT RESTATE ANY PREVIOUSLY GRANTED
INTEREST SHALL SUPERSEDE ANY PLEDGE AGREEMENTS, GUARANTIES AND OTHER DOCUMENTS
AND INSTRUMENTS GRANTING ANY SUCH SECURITY INTEREST OR GUARANTY THAT WERE
EXECUTED AND DELIVERED IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT (THE
"ORIGINAL SECURITY DOCUMENTS"), EXCEPT FOR THE LIENS CREATED UNDER THE ORIGINAL
SECURITY DOCUMENTS WHICH SHALL REMAIN VALID, BINDING AND ENFORCEABLE LIENS
AGAINST THE BORROWER, THE SUBSIDIARIES AND EACH OF THE OTHER PERSONS GRANTING
ANY SUCH LIENS.
EXCEPT TO THE EXTENT SPECIFICALLY RELEASED, ALL OTHER ORIGINAL
SECURITY DOCUMENTS SHALL CONTINUE TO SECURE THE OBLIGATIONS AS HEREIN DEFINED,
AND SHALL BE IN FULL FORCE AND EFFECT.
THE LENDERS ACKNOWLEDGE THAT (A) THE
INTENT OF THIS PARAGRAPH IS TO MAINTAIN THE PRIORITY OF THE LIENS IN THE EQUITY
INTERESTS OF THE BORROWER AND THE SUBSIDIARIES OF THE PARENT AND THE BORROWER,
AND (B) IT IS THE INTENT OF THE PARTIES TO THIS AGREEMENT THAT THE LIENS ON THE
ASSETS OF THE PARENT, THE BORROWER AND THEIR SUBSIDIARIES (OTHER THAN THE LIENS
ON SUCH EQUITY INTERESTS) BE RELEASED AND NOT SECURE THE OBLIGATIONS UNDER THIS
AGREEMENT.
10.21
COMMITMENT LETTER.
THE PROVISIONS OF THAT CERTAIN
COMMITMENT LETTER, DATED AS OF JULY 15, 2004, AMONG THE BORROWER, BANK OF
AMERICA, THE ARRANGERS AND JPMORGAN CHASE BANK RELATING TO THE INDEMNIFICATION
BY THE BORROWER AND THE PAYMENT BY THE BORROWER OF COSTS AND EXPENSES OF THE
PARTIES THERETO WILL BE SUPERSEDED IN FULL BY THE PROVISIONS OF THIS AGREEMENT,
NOTWITHSTANDING THE SURVIVAL PROVISIONS IN SUCH LETTER.
100
10.22
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE
PARTIES.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
101
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
ENTERCOM RADIO, LLC
By:
/S/
Name:
Title:
Acknowledged and Agreed:
ENTERCOM COMMUNICATIONS CORP.
By:
/S/
Name:
Title:
102
KEYBANK NATIONAL ASSOCIATION, as
Administrative Agent, L/C Issuer and Lender
By:
/S/
Name:
Title:
103
BANK OF AMERICA, N.A., as Syndication
Agent and Lender
By:
/S/
Name:
Title:
104
JPMORGAN CHASE BANK, as Co-
Documentation Agent and Lender
By:
/S/
Name:
Title:
105