0001104659-06-071482 Sample Contracts

ASSET PURCHASE AGREEMENT between CBS RADIO STATIONS INC. and
Asset Purchase Agreement • November 6th, 2006 • Entercom Communications Corp • Radio broadcasting stations • New York

This ASSET PURCHASE AGREEMENT, made as of the 18th day of August, 2006, is between CBS Radio Stations Inc., a Delaware corporation (Seller”), and Entercom Communications Corp., a Pennsylvania corporation (“Buyer”).

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FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 6th, 2006 • Entercom Communications Corp • Radio broadcasting stations • New York

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.

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