AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 2002
REGISTRATION NO. 333-82542-01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
<Table>
ENTERCOM COMMUNICATIONS CORP. ENTERCOM RADIO, LLC ENTERCOM CAPITAL, INC.
(Exact name of registrant as (Exact name of registrant as (Exact name of registrant as
specified specified specified
in its governing instrument) in its governing instrument) in its governing instrument)
</Table>
<Table>
PENNSYLVANIA 23-1701044 DELAWARE 23-3017800 DELAWARE 01-0589645
(State or Other (IRS Employer (State or Other (IRS Employer (State or Other (IRS Employer
Jurisdiction of Identification Jurisdiction of Identification Jurisdiction of Identification
Incorporation or No.) Incorporation or No.) Incorporation or No.)
Organization) Organization Organization
</Table>
---------------------
(FOR ADDITIONAL CO-REGISTRANTS, PLEASE SEE "TABLE OF CO-REGISTRANTS" ON THE
FOLLOWING PAGE)
401 CITY AVENUE, SUITE 409
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-5610
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------
JOSEPH M. FIELD
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ENTERCOM COMMUNICATIONS CORP.
401 CITY AVENUE, SUITE 409
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-5610
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
<Table>
SCOTT C. HERLIHY, ESQ. JOHN C. DONLEVIE, ESQ.
JOSEPH D. SULLIVAN, ESQ. EXECUTIVE VICE PRESIDENT, SECRETARY AND
LATHAM & WATKINS GENERAL COUNSEL
555 ELEVENTH STREET, N.W., SUITE 1000 ENTERCOM COMMUNICATIONS CORP.
WASHINGTON, D.C. 20004 401 CITY AVENUE, SUITE 409
(202) 637-2200 BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-5610
</Table>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE OF CO-REGISTRANTS
<Table>
<Caption>
STATE OR OTHER JURISDICTION OF IRS EMPLOYER IDENTIFICATION
NAME FORMATION NUMBER
- ---- ------------------------------ ---------------------------
Delaware Equipment Holdings, LLC Delaware 23-3027897
Entercom Boston 1 Trust Massachusetts 52-2121927
Entercom Boston, LLC Delaware 23-2975771
Entercom Boston License, LLC Delaware 23-2975661
Entercom Buffalo, LLC Delaware 16-1574853
Entercom Buffalo License, LLC Delaware 16-1573524
Entercom Delaware Holding Corporation Delaware 51-0394052
Entercom Denver, LLC Delaware 80-0617731
Entercom Denver License, LLC Delaware 80-0017728
Entercom Gainesville, LLC Delaware 23-2988465
Entercom Gainesville License, LLC Delaware 23-3008199
Entercom Greensboro, LLC Delaware 23-3017788
Entercom Greensboro License, LLC Delaware 23-3014529
Entercom Greenville, LLC Delaware 23-3017789
Entercom Greenville License, LLC Delaware 23-3014530
Entercom Internet Holding, LLC Delaware 23-3080086
Entercom Kansas City, LLC Delaware 23-2988463
Entercom Kansas City License, LLC Delaware 23-3027894
Entercom Longview, LLC Delaware 23-2988462
Entercom Longview License, LLC Delaware 23-3007877
Entercom Madison, LLC Delaware 23-3051015
Entercom Madison License, LLC Delaware 23-3051018
Entercom Memphis, LLC Delaware 23-3017792
Entercom Memphis License, LLC Delaware 23-3014531
Entercom Milwaukee, LLC Delaware 23-3017793
Entercom Milwaukee License, LLC Delaware 23-3014532
Entercom New Orleans, LLC Delaware 23-3017794
Entercom New Orleans License, LLC Delaware 23-3014533
Entercom New York, Inc. New York 16-1545221
Entercom Norfolk, LLC Delaware 23-3017796
Entercom Norfolk License, LLC Delaware 23-3014534
Entercom Portland, LLC Delaware 23-2955467
Entercom Portland License, LLC Delaware 23-2969295
Entercom Rochester, LLC Delaware 16-1578603
Entercom Rochester License, LLC Delaware 16-1578604
Entercom Sacramento, LLC Delaware 23-2988461
Entercom Sacramento License, LLC Delaware 23-3027892
Entercom Wilkes-Barre Scranton, LLC Delaware 23-3014535
Entercom Seattle, LLC Delaware 23-2988459
Entercom Seattle License, LLC Delaware 23-3007870
Entercom Wichita, LLC Delaware 23-3027895
Entercom Wichita License, LLC Delaware 23-3027896
</Table>
EXPLANATORY NOTE
This Amendment No. 2 to the Form S-3 Registration Statement (File No.
333-82542) of Entercom Communications Corp., Entercom Radio, LLC and Entercom
Capital, Inc. and the other co-registrants listed herein is being filed solely
to include Exhibits to the Registration Statement. Accordingly, Part I, the form
of prospectus and any supplements thereto, have been omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by us in connection with the distribution of the
securities being registered are as set forth in the following table. All amounts
shown are estimates except for the Securities and Exchange Commission
registration fee:
<Table>
SEC Registration Fee........................................ $ 46,000
Rating Agency Fees.......................................... 150,000
Legal Fees and Expenses..................................... 400,000
Accounting Fees and Expenses................................ 150,000
Printing Expenses........................................... 80,000
Trustee/Issuing & Paying Agent Fees and Expenses............ 50,000
Miscellaneous............................................... 124,000
----------
Total.................................................. $1,000,000
==========
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Entercom Communication's Amended and Restated Articles of Incorporation
provide that Entercom Communication's directors shall not be personally liable
to Entercom Communications and its shareholders for monetary damages for any
action taken, or any failure to take any action, unless: (i) the director has
breached or failed to perform the duties of his or her office under applicable
provisions of Pennsylvania law, and (ii) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. This provision
does not eliminate the duty of care, and, in appropriate circumstances,
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under Pennsylvania law. The provision does not affect a
director's responsibilities under any other law, such as federal securities
laws, criminal laws or state or federal environmental laws. Entercom
Communication's Amended and Restated Bylaws provide that Entercom Communications
shall indemnify its officers and directors to the fullest extent permitted by
Pennsylvania law, including some instances in which indemnification is otherwise
discretionary under Pennsylvania law.
In general, any officer or director of Entercom Communications shall be
indemnified by Entercom Communications against expenses including attorneys'
fees, judgments, fines and settlements actually and reasonably incurred by that
person in connection with a legal proceeding as a result of such relationship,
whether or not the indemnified liability arises from an action by or in the
right of Entercom Communications, if the officer or director acted in good faith
and in the manner believed to be in, or not opposed to, Entercom Communication's
best interest, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. Such indemnity is limited
to the extent that (i) such person is not otherwise indemnified and (ii) such
indemnifications are not prohibited by Pennsylvania law or any other applicable
law.
Any indemnification under the previous paragraph (unless ordered by a
court) shall be made by Entercom Communications only as authorized in the
specific case upon the determination that indemnification of the director or
officer is proper in the circumstances because that person has met the
applicable
II-1
standard of conduct set forth above. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum of disinterested directors who
are not parties to such action or (ii) if such quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion. To the extent that a director or officer of
Entercom Communications shall be successful in prosecuting an indemnity claim,
the reasonable expenses of any such person and the fees and expenses of any
special legal counsel engaged to determine the possibility of indemnification
shall be borne by Entercom Communications.
Expenses incurred by a director or officer of Entercom Communications in
defending a civil or criminal action, suit or proceeding shall be paid by
Entercom Communications in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that person is
not entitled to be indemnified by Entercom Communications under the Bylaws or
applicable provisions of Pennsylvania law.
The indemnification and advancement of expenses provided by, or granted
pursuant to Article VIII of the Bylaws is not deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled, both as to action in that person's official capacity and as to action
in another capacity while holding such office.
To satisfy its indemnification obligations, Entercom Communications may
maintain insurance, obtain a letter of credit, act as self-insurer, create a
reserve, trust, escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security interest in any assets or
properties of Entercom Communications, or use any other mechanism or arrangement
whatsoever in such amounts, costs, terms and conditions as the Board of
Directors shall deem appropriate. The obligations of Entercom Communications to
indemnify a director or officer under Article VIII of the Bylaws is a contract
between Entercom Communications and such director or officer and no modification
or repeal of the Bylaws shall detrimentally affect such officer or director with
regard to that person's acts or omissions prior to such amendment or repeal.
Entercom Communications maintains insurance for its directors and officers
for certain losses arising from claims or charges made against them in their
capacities as directors and officers of Entercom.
The charter documents or operating agreements of Entercom Radio, Entercom
Capital and the other Co-Registrants contain provisions similar to those
detailed above.
ITEM 16. EXHIBITS
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------
1.1 Form of Underwriting Agreement (Class A Common Stock).
1.2 Form of Underwriting Agreement ( % Senior Subordinated
Notes due 2014).
3.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 of the Company's
Registration Statement on Form S-1, File No. 333-61381).
3.2 Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.02 of the Company's Registration Statement on Form
S-1, File No. 333-61381).
3.3** Amended Certificate of Formation of Entercom Radio, LLC.
3.4** Restated Limited Liability Company Agreement of Entercom
Radio, LLC.
3.5** Certificate of Incorporation of Entercom Capital, Inc.
3.6** Bylaws of Entercom Capital, Inc.
4.1** Form of Class A Common Stock Certificate.
4.2* Form of Preferred Stock Certificate.
4.3* Form of Debt Security.
4.4 Form of Base Indenture.
4.5 Form of Supplemental Indenture.
4.6 Form of % Senior Subordinated Note due 2014 (included in
Exhibit 4.5).
</Table>
II-2
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------
5.1** Opinion of John C. Donlevie, Esq.
5.2** Opinion of Latham & Watkins.
8.1 Opinion of Latham & Watkins regarding federal income tax
considerations.
12.1** Statement regarding Computation of Ratios.
23.1** Consent of Arthur Andersen LLP, independent public
accountants.
23.2** Consent of Deloitte & Touche LLP, independent auditors.
23.3** Consent of John C. Donlevie, Esq. (included in Exhibit 5.1).
23.4** Consent of Latham & Watkins (included in Exhibit 5.2).
24.1** Powers of Attorney (included on the signature page hereto).
25.1 Statement of Eligibility of Trustee on Form T-1.
</Table>
- ---------------
* To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).
**Previously filed.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise,
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that information required to be included in a post-effective
amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-3
(b) We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions described in this registration statement
above, or otherwise, we have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of us in
the successful defense of any action, suit or proceeding) is asserted against us
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(d) We hereby undertake to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
(e) We hereby undertake that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.
ENTERCOM COMMUNICATIONS CORP.
By: /s/ JOSEPH M. FIELD
------------------------------------
Joseph M. Field
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOSEPH M. FIELD Chairman of the Board and Chief Executive Officer
- ------------------------------------------------ (Principal Executive Officer)
Joseph M. Field
* President, Chief Operating Officer and Director
- ------------------------------------------------
David J. Field
* Executive Vice President, Secretary,
- ------------------------------------------------ General Counsel and Director
John C. Donlevie
* Executive Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and Accounting
Stephen F. Fisher Officer)
* Director
- ------------------------------------------------
Marie H. Field
* Director
- ------------------------------------------------
Herbert Kean, M.D.
* Director
- ------------------------------------------------
Lee Hague
* Director
- ------------------------------------------------
Thomas H. Ginley, Jr., M.D.
* Director
- ------------------------------------------------
S. Gordon Elkins
* Director
- ------------------------------------------------
Michael R. Hannon
* Director
- ------------------------------------------------
David J. Berkman
By: /s/ JOSEPH M. FIELD
-------------------------------------------
Joseph M. Field
Attorney-in-fact
</Table>
II-5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.
ENTERCOM RADIO, LLC
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President, Secretary,
General Counsel and a Manager
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer (Principal Executive
- ------------------------------------------------ Officer) and member of the Board of Managers
Joseph M. Field
* President, Chief Operating Officer and member of
- ------------------------------------------------ the Board of Managers
David J. Field
/s/ JOHN C. DONLEVIE Executive Vice President, Secretary, General
- ------------------------------------------------ Counsel and member of the Board of Managers
John C. Donlevie
* Executive Vice President, Chief Financial Officer
- ------------------------------------------------ (Principal Financial and Accounting Officer)
Stephen F. Fisher and member of the Board of Managers
* By: /s/ JOHN C. DONLEVIE
-------------------------------------------
John C. Donlevie
Attorney-in-fact
</Table>
II-6
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.
ENTERCOM DELAWARE HOLDING CORPORATION
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
President, Secretary, General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOHN C. DONLEVIE President (Principal Executive Officer),
- ------------------------------------------------ Secretary, General Counsel and Director
John C. Donlevie
* Vice President and Treasurer
- ------------------------------------------------ (Principal Financial and Accounting Officer)
Stephen F. Fisher
* Director
- ------------------------------------------------
Barry Crozier
*By: /s/ JOHN C. DONLEVIE
------------------------------------------
John C. Donlevie
Attorney-in-fact
</Table>
II-7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.
ENTERCOM BOSTON I TRUST
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer (Principal
- ------------------------------------------------ Executive Officer) and Sole Trustee
Joseph M. Field
* President and Chief Operating Officer
- ------------------------------------------------
David J. Field
/s/ JOHN C. DONLEVIE Executive Vice President, Secretary and General
- ------------------------------------------------ Counsel
John C. Donlevie
* Executive Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and Accounting
Stephen F. Fisher Officer)
* By: /s/ JOHN C. DONLEVIE
-----------------------------------------
John C. Donlevie
Attorney-in-fact
</Table>
II-8
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.
ENTERCOM NEW YORK, INC.
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chairman of the Board and Chief Executive Officer
- ------------------------------------------------ (Principal Executive Officer)
Joseph M. Field
* President, Chief Operating Officer and Director
- ------------------------------------------------
David J. Field
/s/ JOHN C. DONLEVIE Executive Vice President, Secretary,
- ------------------------------------------------ General Counsel and Director
John C. Donlevie
* Executive Vice President and Chief Financial
- ------------------------------------------------ Officer
Stephen F. Fisher (Principal Financial and Accounting Officer)
*By: /s/ JOHN C. DONLEVIE
-----------------------------------------
John C. Donlevie
Attorney-in-fact
</Table>
II-9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.
ENTERCOM CAPITAL, INC.
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chairman of the Board and Chief Executive Officer
- ------------------------------------------------ (Principal Executive Officer)
Joseph M. Field
* President, Chief Operating Officer and Director
- ------------------------------------------------
David J. Field
/s/ JOHN C. DONLEVIE Executive Vice President, Secretary,
- ------------------------------------------------ General Counsel and Director
John C. Donlevie
* Executive Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and Accounting
Stephen F. Fisher Officer)
*By: /s/ JOHN C. DONLEVIE
-----------------------------------------
John C. Donlevie
Attorney-in-fact
</Table>
II-10
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.
ENTERCOM DENVER, LLC
ENTERCOM DENVER LICENSE, LLC
DELAWARE EQUIPMENT HOLDINGS, LLC
ENTERCOM GAINESVILLE, LLC
ENTERCOM GAINESVILLE LICENSE, LLC
ENTERCOM GREENSBORO, LLC
ENTERCOM GREENSBORO LICENSE, LLC
ENTERCOM GREENVILLE, LLC
ENTERCOM GREENVILLE LICENSE, LLC
ENTERCOM INTERNET HOLDING, LLC
ENTERCOM KANSAS CITY, LLC
ENTERCOM KANSAS CITY LICENSE, LLC
ENTERCOM LONGVIEW, LLC
ENTERCOM LONGVIEW LICENSE, LLC
ENTERCOM MADISON, LLC
ENTERCOM MADISON LICENSE, LLC
ENTERCOM MEMPHIS, LLC
ENTERCOM MEMPHIS LICENSE, LLC
ENTERCOM MILWAUKEE, LLC
ENTERCOM MILWAUKEE LICENSE, LLC
ENTERCOM NEW ORLEANS, LLC
ENTERCOM NEW ORLEANS LICENSE, LLC
ENTERCOM NORFOLK, LLC
ENTERCOM NORFOLK LICENSE, LLC
ENTERCOM PORTLAND, LLC
ENTERCOM PORTLAND LICENSE, LLC
ENTERCOM SACRAMENTO, LLC
ENTERCOM SACRAMENTO LICENSE, LLC
ENTERCOM SEATTLE, LLC
ENTERCOM SEATTLE LICENSE, LLC
ENTERCOM WICHITA, LLC
ENTERCOM WICHITA LICENSE, LLC
ENTERCOM WILKES-BARRE SCRANTON, LLC
BY: /s/ JOHN C. DONLEVIE
-----------------------------------
JOHN C. DONLEVIE
Executive Vice President,
Secretary and General Counsel
II-11
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer (Principal Executive
- ------------------------------------------------ Officer) and
Joseph M. Field a member of the Board of Managers of
Entercom Radio, LLC, the sole member of each
registrant listed above
* President, Chief Operation Officer
- ------------------------------------------------ and as a member of the Board of Managers of
David J. Field Entercom Radio, LLC, the sole member of each
registrant listed above
/s/ JOHN C. DONLEVIE Executive Vice President, Secretary, General
- ------------------------------------------------ Counsel
John C. Donlevie and as a member of the Board of Managers of
Entercom Radio, LLC, the sole member of each
registrant listed above
* Executive Vice President, Chief Financial Officer
- ------------------------------------------------ (Principal Financial and Accounting Officer)
Stephen F. Fisher and as a member of the Board of Managers of
Entercom Radio, LLC, the sole member of each
registrant listed above
*By: /s/ JOHN C. DONLEVIE
-----------------------------------------
John C. Donlevie
Attorney-in-fact
</Table>
II-12
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.
ENTERCOM BOSTON, LLC
ENTERCOM BOSTON LICENSE, LLC
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer (Principal Executive
- ------------------------------------------------ Officer)
Joseph M. Field and as Sole Trustee of Entercom Boston I Trust,
the sole member of each registrant listed above
* President and Chief Operating Officer
- ------------------------------------------------
David J. Field
/s/ JOHN C. DONLEVIE Executive Vice President, Secretary and General
- ------------------------------------------------ Counsel
John C. Donlevie
* Executive Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and Accounting
Stephen F. Fisher Officer)
*By: /s/ JOHN C. DONLEVIE
-----------------------------------------
John C. Donlevie
Attorney-in-fact
</Table>
II-13
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.
ENTERCOM BUFFALO, LLC
ENTERCOM BUFFALO LICENSE, LLC
ENTERCOM ROCHESTER, LLC
ENTERCOM ROCHESTER LICENSE, LLC
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer (Principal Executive
- ------------------------------------------------ Officer)
Joseph M. Field and as Chairman of the Board of
Entercom New York, Inc., the sole member of each
registrant listed above
* President, Chief Operating Officer and as Director
- ------------------------------------------------ of
David J. Field Entercom New York, Inc., the sole member of each
registrant listed above
/s/ JOHN C. DONLEVIE Executive Vice President, Secretary, General
- ------------------------------------------------ Counsel and as Director of Entercom New York,
John C. Donlevie Inc., the sole member of each registrant listed
above
* Executive Vice President, Chief Financial Officer
- ------------------------------------------------ (Principal Financial and Accounting Officer) and
Stephen F. Fisher as Director of Entercom New York, Inc., the sole
member of each registrant listed above
*By:/s/ JOHN C. DONLEVIE
-------------------------------------------
John C. Donlevie
Attorney-in-fact
</Table>
II-14