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