Long-term debt, including financing method lease obligations, was comprised of the following as of the periods indicated:

		Long-Term Debt
		December 31,
		2011		2010
			(amounts in thousands)
Credit Facility
	Revolver, due November 23, 2016 (A)	$	10,000	$	-
	Term B Loan, due November 23, 2018 (A)		375,000		-
Senior Notes
	10.5% senior unsecured notes, due December 1, 2019 (B)		220,000		-
Former Facility
	Revolver, due June 30, 2012 (A)		-		365,000
	Term Loan, due June 30, 2012 (A)		-		285,000
Other
	Financing Method Lease Obligations (C)		12,610		12,610
	Other		121		148
	Total		617,731		662,758
	Current amount of long-term debt		(3,778)		(165,026)
	Unamortized original issue discount		(2,897)		-
	Total long-term debt	$	611,056	$	497,732

	Outstanding standby letter of credit	$	570	$	670

On November 23, 2011, the Company entered into a new credit agreement with a syndicate of lenders for a $425 million senior secured credit facility (the “Credit Facility”), that is comprised of: (a) a $50 million revolving credit facility (the “Revolver”) that matures on November 23, 2016; and (b) a $375 million term loan (the “Term B Loan”) that matures on November 23, 2018. The Term B Loan amortizes in: (1) quarterly installments of $0.9 million with the first such payment being due and payable on March 31, 2012; (2) mandatory prepayments as described below; and (3) any remaining principal and interest is due at maturity.

The Company used the proceeds from the Revolver, the Term B Loan and the issuance of 10.5% senior unsecured notes (the “Senior Notes”) to pay all of the outstanding debt under its former credit agreement (the “Former Facility”), along with transaction costs for both the Credit Facility and the Senior Notes. The Company expects to use the Revolver to: (1) provide for working capital; and (2) provide for general corporate purposes, including capital expenditures and any or all of the following (subject to certain restrictions): repurchases of Class A common stock, repurchases of the Company's Senior Notes, dividends, investments and acquisitions. The Credit Facility is secured by a pledge of 100% of the capital stock and other equity interest in all of the Company's wholly owned subsidiaries. In addition, the Credit Facility is secured by a lien on substantially all of the Company's assets, with limited exclusions (including the Company's real property). The assets securing the Credit Facility are subject to customary release provisions which would enable the Company to sell such assets free and clear of encumbrance, subject to certain conditions and exceptions.

The undrawn amount of the Revolver was $39.4 million as of December 31, 2011. The amount of the Revolver available to the Company is a function of covenant compliance at the time of borrowing. Based on the Company's financial covenant analysis as of December 31, 2011, the Company would not be limited in these borrowings.

The Credit Facility requires the Company to maintain compliance with specific financial covenants. Specifically, the Credit Facility requires the Company to comply with certain financial covenants which are defined terms within the agreement, including:

Management believes that the Company is in compliance with all financial covenants and all other terms of the Credit Facility as of December 31, 2011. The Company's ability to maintain compliance with its covenants will be highly dependent on its results of operations. A default under the Company's Credit Facility or the indenture governing the Company's Senior Notes could cause a cross default. Any event of default, therefore, could have a material adverse effect on our business and financial condition.

Depending on the Consolidated Leverage Ratio, the Company may elect an interest rate per annum equal to: (1) the Eurodollar London Interbank Offered Rate (“LIBOR”) interest rate plus fees that can range from 4.5% to 5.0% for the Revolver and from 4.75% to 5.0% for the Term B Loan; or (2) the Base Rate plus fees that can range from 3.5% to 4.0% for the Revolver and from 3.75% to 4.0% for the Term B Loan, where the Base Rate is the highest of: (a) the administrative agent's prime rate; (b) the Federal Funds Rate plus 0.5%; or (c) the LIBOR Rate plus 1.0%. The Term B Loan includes a LIBOR Rate floor of 1.25%. In addition, the Revolver requires the Company to pay a commitment fee of 0.5% per annum for the unused amount.

The Term B Loan requires: (1) mandatory prepayments equal to 50% of Excess Cash Flow, as defined within the agreement, subject to incremental step-downs to 0%, depending on the Consolidated Leverage Ratio; and (2) mandatory prepayments from certain events such as the sale of certain property or the issuance of debt.

Management believes that over the next 12 months the Company can continue to maintain its compliance with these covenants. Management believes that cash on hand and cash from operating activities, together with available borrowings under the Revolver, will be sufficient to permit the Company to meet its liquidity requirements over the next 12 months, including its debt repayments. The Company's operating cash flow remains positive, and management believes that it is adequate to fund the Company's operating needs. As a result, the Company has not been required to rely upon, and the Company does not anticipate being required to rely upon, the Revolver to fund its operations. The Company plans to use cash flow from operations to fund the amortization of Term B Loan.

Failure to comply with the Company's financial covenants or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders could result in the acceleration of the maturity of all outstanding debt. Under these circumstances, the acceleration of the Company's debt could have a material adverse effect on its business. In addition, the Company may seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates.

As of December 31, 2011, the Company's Consolidated Leverage Ratio was 6.0 times and the Consolidated Interest Coverage Ratio was 4.9 times.

For accounting purposes, the Term B Loan was treated as new debt while the Revolver was treated as debt extinguishment and modification. As a result, unamortized deferred financing costs were adjusted during the fourth quarter of 2011 as follows: (1) $0.3 million under the Former Facility's term loan were written off as a net loss on extinguishment of debt; and (2) $0.8 million under the Former Facility's revolving credit were written off as a net loss on extinguishment of debt and $0.3 million of unamortized deferred financing costs under the Former Facility's revolving credit were deferred (to be amortized on a straight-line basis over the term of the Revolver). In addition, the Company recorded new deferred financing costs of: (i) $12.8 million for the Term B Loan that will be amortized under the effective interest rate method over the term; and (ii) $1.2 million for the Revolver that will be amortized under the straight-line method over the term.

The weighted average interest rate under the senior debt as of December 31, 2011 and 2010, before taking into account the subsequent year's impact of the Company's outstanding derivative interest rate instrument, was 6.30% and 1.40%, respectively.

The Company's Former Facility consisted of: (1) a revolving credit facility of $650 million, of which $535.5 million was outstanding and paid in full as of the refinancing on November 23, 2011; and (2) a term loan of $400 million, of which $60.0 million was outstanding and paid in full as of the refinancing on November 23, 2011. The Former Facility was secured by a pledge of 100% of the capital stock and other equity interest in all of the Company's wholly owned subsidiaries. In addition, the Former Facility was secured by a lien on substantially all of the Company's assets, with limited exclusions (including the Company's real property).

The amendment in March 2010 to the Former Facility was treated as a modification to a debt instrument. As a result, in the first quarter of 2010, the Company recorded deferred financing costs of $5.2 million related to the amendment which were amortized over the remaining life of the Former Facility on: (1) a straight-line basis for the revolving credit facility; and (2) an effective interest rate method for the term loan. In addition, unamortized deferred financing costs of $3.1 million as of the amendment date were amortized over the remaining life of the Former Facility.

Prior to the Amendment the interest rate was: (1) the LIBOR rate plus a rate that ranged from 0.5% to 1.13%; or (2) the greater of prime rate plus a rate that ranged from 0% to 0.13% or the federal funds rate plus a rate that ranged from 0.50% to 0.63%.

Simultaneously with entering into the Credit Facility on November 23, 2011, the Company issued and sold 10.5% unsecured senior notes, or the Senior Notes, that mature on December 1, 2019 in the amount of $220.0 million. The Company received net proceeds of $212.7 million, which includes a discount of $2.9 million and deferred financing costs of $5.9 million, will be amortized over the term under the effective interest rate method. As of any reporting period, the amount of any unamortized discount is reflected on the balance sheet as an offset to the $220.0 million liability.

Interest on the Senior Notes accrues at the rate of 10.5% per annum and is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2012. The Senior Notes are in minimum denominations of $2,000. The Senior Notes may be redeemed at any time on or after December 1, 2015 at a redemption price of 105.25% of their principal amount plus accrued interest. The redemption price decreases to 102.625% of their principal amount plus accrued interest on or after December 1, 2016 and 100% on or after December 1, 2017. The Senior Notes are unsecured and rank: (1) senior in right of payment to the Company's future subordinated debt; (2) equally in right of payment with all of the Company's existing and future senior debt; (3) effectively subordinated to the Company's existing and future secured debt (including the debt under the Company's Credit Facility), to the extent of the value of the collateral securing such debt; and (4) structurally subordinated to all of the liabilities of the Company's subsidiaries that do not guarantee the Senior Notes, to the extent of the assets of those subsidiaries.

In addition to the parent, Entercom Communications Corp., all of the Company's existing subsidiaries (other than Entercom Radio, LLC (“Radio”), which is a finance subsidiary and is the issuer of the Senior Notes), jointly and severally guaranteed the Senior Notes. Under certain covenants, the Company's subsidiary guarantors are restricted from paying dividends or distributions in excess of amounts defined under the Senior Notes, and the subsidiary guarantors are limited in their ability to incur additional indebtedness under certain restrictive covenants. See Note 19 for financial statements of parent as guarantor.

A default under the Company's Senior Notes could cause a default under the Company's Credit Facility. Any event of default, therefore, could have a material adverse effect on the Company's business and financial condition.

The Company may from time to time seek to repurchase and retire its outstanding debt through open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

In March 2002, the Company issued $150.0 million in 7.625% senior subordinated Notes (“7.625% Notes”) due March 1, 2014 and received net proceeds of $145.7 million. There was approximately $4.3 million in deferred offering costs recorded in connection with the sale, which was amortized to interest expense over the life of the 7.625% Notes using the effective interest rate method. Interest on the 7.625% Notes accrued at the rate of 7.625% per annum. The 7.625% Notes were unsecured and ranked junior to the Company's senior indebtedness. In addition to the parent, Entercom Communications Corp., all of the Company's subsidiaries (other than Radio, which was the issuer of the 7.625% Notes) fully and unconditionally guaranteed jointly and severally these 7.625% Notes (see Note 7 (I) Guarantor And Non-Guarantor Financial Information). Effective March 1, 2010, the 7.625% Notes were redeemable at a redemption price of 100.0% of their principal amount plus accrued interest.

The following table presents for the periods indicated the amount of gain or loss recorded on debt extinguishment along with the amount of debt that was retired early:

	Debt Extinguishment
	Years Ended December 31,
	2011		2010		2009
	(amounts in thousands)

Write-off of unamortized deferred financing costs	$	1,144	$	62	$	844
Gain on debt extinguishment		-		-		(21,649)
Net (gain) loss on debt extinguishment	$	1,144	$	62	$	(20,805)

Amount of debt retired early	$	595,500	$	6,579	$	76,921

	Net Interest Expense
	Years Ended December 31,
	2011		2010		2009
	(amounts in thousands)

Interest expense	$	14,790	$	13,624	$	15,221
Amortization of deferred financing costs		3,567		3,912		1,518
Amortization of original issue discount of senior notes		25		-		-
Interest expense on interest rate hedging		6,568		12,974		14,490
Interest income and other investment income		(31)		(19)		(58)
Total net interest expense	$	24,919	$	30,491	$	31,171

In September 2009, the Company entered into an agreement to sell certain tower facilities and lease back most of these tower sites for use by the Company's radio stations. This transaction is accounted for under the financing method as described more fully under Note 8.

The Company enters into interest rate transactions from time to time with different lenders to diversify its risk associated with interest rate fluctuations of its variable rate debt. See Note 9 for the accounting for these transactions. Under these transactions, the Company agrees with other parties (participating members of the Company's senior credit facilities) to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed notional principal amount against the variable debt.

The Company's credit exposure under these hedging agreements, or similar agreements the Company may enter into in the future, is the cost of replacing such agreements in the event of nonperformance by the Company's counterparty. To minimize this risk, the Company selects high credit quality counterparties. For those interest rate transactions with the same counterparty, a master netting agreement exists which, under certain circumstances, allows the Company and the counterparty to settle financial assets and liabilities on a net basis.

The minimum aggregate principal maturities on the Company's outstanding debt are as follows:

	Principal Debt Maturities
					Finance
					Method
	Credit		Senior		Lease
	Facility		Notes		Obligations		Other		Total
	(amounts in thousands)
Years ending December 31:
2012	$	3,750	$	-	$	-	$	29	$	3,779
2013		3,750		-		12,610		30		16,390
2014		3,750		-		-		28		3,778
2015		3,750		-		-		5		3,755
2016		13,750		-		-		5		13,755
Thereafter		356,250		220,000		-		24		576,274
Total	$	385,000	$	220,000	$	12,610	$	121	$	617,731

The Company is required to maintain a standby letter of credit, primarily in connection with insurance coverage as described in Note 19. See Note 7 for the amount of the outstanding standby letter of credit.

Radio, which is a wholly owned subsidiary of Entercom Communications Corp., holds the ownership interest in various subsidiary companies that own the operating assets, including broadcasting licenses, permits and authorizations. Radio (1) is the borrower under the Credit Facility, as described in Note 7(A); and (2) is the issuer of the Senior Notes, as described in Note 7(B). Entercom Communications Corp. and each direct and indirect subsidiary of Radio is a guarantor of Radio's obligations under both the Credit Facility and the Senior Notes.

Separate condensed consolidating financial information is not included as Entercom Communications Corp. does not have independent assets or operations, Radio is a 100% owned finance subsidiary of Entercom Communications Corp., and all guarantees by Entercom Communications Corp. and its subsidiaries are full, unconditional (subject to the customary automatic release provisions), joint and several under its Credit Facility and are full, unconditional, joint and several under its Senior Notes.

Under the Credit Facility, Radio is permitted to make distributions to Entercom Communications Corp. in amounts as defined, which are required to pay Entercom Communications Corp.'s reasonable overhead costs, including income taxes and other costs associated with conducting the operations of Radio and its subsidiaries. The similar concepts applied to the Former Facility.

Under the indenture governing the Senior Notes, Radio is permitted to make distributions to Entercom Communications Corp. in amounts, as defined, that are required to pay Entercom Communications Corp's overhead costs and other costs associated with conducting the operations of Radio and its subsidiaries. The similar concepts applied to the 7.625% Notes.