Item 1.01. Entry into a Material Definitive Agreement

First Amendment to Credit Facility

On November 27, 2012, Entercom Communications Corp. (the "Company") entered into a First Amendment to the Credit Agreement (the "Credit Agreement") by and among Entercom Radio, LLC, as the borrower, the Company, as the parent, Bank of America, N.A., as administrative agent and the lenders party thereto (the "Amendment").

The following is a summary description of the material terms of the Amendment, which by its nature is incomplete. For further information regarding the terms and conditions of the Amendment, reference is made to the complete text of the Amendment, which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ending December 31, 2012.

Interest Rate Reduction. Pursuant to the Amendment, the Term B Loans now bear interest at either (i) LIBOR plus 3.75% or (ii) a base rate plus 2.75%. This reflects a reduction of 125 basis points from the prior rate of either:
(a) LIBOR plus 5.00% or (b) a base rate plus 4.00%. The Term B Loans continue to have a LIBOR floor of 1.25%. The Amendment also includes one step-down in the applicable rate for Term B Loans to either: (i) LIBOR plus 3.50% or (ii) a base rate plus 2.50%; if the Company's Consolidated Leverage Ratio (i.e., Consolidated Funded Indebtedness to Consolidated Operating Cash Flow, as defined in the Credit Agreement) is less than or equal to 4.50 to 1.00. The Amendment did not change the pricing terms of the revolving portion of the credit facility.

As a result of the Amendment, the Company expects to incur a non-cash loss on extinguishment of debt of approximately $2 million in the fourth quarter of 2012.

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