Exhibit 1.2
Form of Underwriting Agreement
$150,000,000
ENTERCOM RADIO LLC
ENTERCOM CAPITAL, INC.
__% SENIOR SUBORDINATED NOTES DUE 2014
UNDERWRITING AGREEMENT
February , 2002
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC.
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO., INCORPORATED.,
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Ladies and Gentlemen:
1. Introductory. Entercom Radio LLC, a Delaware limited liability company
("RADIO") and Entercom Capital, Inc., a Delaware corporation ("CAPITAL"),
propose to issue and sell $150,000,000 principal amount ("SECURITIES") of __%
Senior Subordinated Notes due 2014 (the "OFFERED SECURITIES") guaranteed (the
"GUARANTEES") by the Radio's direct parent, Entercom Communications Corp. (the
"PARENT GUARANTOR"), and the subsidiaries of Radio signatory hereto
(collectively, the "SUBSIDIARY GUARANTORS," and together with the Parent
Guarantor, the "GUARANTORS") pursuant to the terms of an indenture
("INDENTURE"), between the Issuers, the Guarantors and HSBC Bank USA, as
Trustee. Radio, Capital and the Guarantors shall be referred to herein
collectively as the "ISSUERS." The Issuers hereby agree with the several
Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:
2. Representations and Warranties of the Issuers. Each of the Issuers
represents and warrants to, and agrees with, the several Underwriters that:
(a) A registration statement (No. 333-82542) relating to the Offered
Securities, including a form of prospectus, has been filed with the Securities
and Exchange Commission ("COMMISSION") and either (i) has been declared
effective under the Securities Act of 1933, as amended ("ACT") and is not
proposed to be amended or (ii) is proposed to be amended by amendment or
post-effective amendment. If such registration statement ("INITIAL REGISTRATION
STATEMENT") has been declared effective, either (i) an additional registration
statement ("ADDITIONAL REGISTRATION STATEMENT")
relating to the Offered Securities may have been filed with the Commission
pursuant to Rule 462(b) ("RULE 462(b)") under the Act and, if so filed, has
become effective upon filing pursuant to such rule and the Offered Securities
all have been duly registered under the Act pursuant to the initial registration
statement and, if applicable, the additional registration statement or (ii) such
an additional registration statement is proposed to be filed with the Commission
pursuant to Rule 462(b) and will become effective upon filing pursuant to such
rule and upon such filing the Offered Securities will all have been duly
registered under the Act pursuant to the initial registration statement and such
additional registration statement. If the Issuers do not propose to amend the
initial registration statement or if an additional registration statement has
been filed and the Issuers do not propose to amend it, and if any post-effective
amendment to either such registration statement has been filed with the
Commission prior to the execution and delivery of this Agreement, the most
recent amendment (if any) to each such registration statement has been declared
effective by the Commission or has become effective upon filing pursuant to Rule
462(c) ("RULE 462(c)") under the Act or, in the case of the additional
registration statement, Rule 462(b). For purposes of this Agreement, "EFFECTIVE
TIME" with respect to the initial registration statement or, if filed prior to
the execution and delivery of this Agreement, the additional registration
statement means (i) if the Issuers have advised the Representatives, or any of
them, that they do not propose to amend such registration statement, the date
and time as of which such registration statement, or the most recent
post-effective amendment thereto (if any) filed prior to the execution and
delivery of this Agreement, was declared effective by the Commission or has
become effective upon filing pursuant to Rule 462(c), or (ii) if the Issuers
have advised the Representatives, or any of them, that they propose to file an
amendment or post-effective amendment to such registration statement, the date
and time as of which such registration statement, as amended by such amendment
or post-effective amendment, as the case may be, is declared effective by the
Commission. If an additional registration statement has not been filed prior to
the execution and delivery of this Agreement but the Issuers have advised the
Representatives, or any of them, that they propose to file one, "EFFECTIVE TIME"
with respect to such additional registration statement means the date and time
as of which such registration statement is filed and becomes effective pursuant
to Rule 462(b). "EFFECTIVE DATE" with respect to the initial registration
statement or the additional registration statement (if any) means the date of
the Effective Time thereof. The initial registration statement, as amended at
its Effective Time, including all material incorporated by reference therein,
including all information contained in the additional registration statement (if
any) and deemed to be a part of the initial registration statement as of the
Effective Time of the additional registration statement pursuant to the General
Instructions of the Form on which it is filed and including all information (if
any) deemed to be a part of the initial registration statement as of its
Effective Time pursuant to Rule 430A(b) ("RULE 430A(b)") under the Act, is
hereinafter referred to as the "INITIAL REGISTRATION STATEMENT." The additional
registration statement, as amended at its Effective Time, including the contents
of the initial registration statement incorporated by reference therein and
including all information (if any) deemed to be a part of the additional
registration statement as of its Effective Time pursuant to Rule 430A(b), is
hereinafter referred to as the "ADDITIONAL REGISTRATION STATEMENT." The Initial
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Registration Statement and the Additional Registration Statement are herein
referred to collectively as the "REGISTRATION STATEMENTS" and individually as a
"REGISTRATION STATEMENT." The form of prospectus relating to the Offered
Securities, as first filed with the Commission pursuant to and in accordance
with Rule 424(b) ("RULE 424(b)") under the Act or (if no such filing is
required) as included in a Registration Statement, including all material
incorporated by reference in such prospectus, or any applicable prospectus
supplement(s), is hereinafter referred to as the "PROSPECTUS." No document has
been or will be prepared or distributed in reliance on Rule 434 under the Act.
(b) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement: (i) on the Effective Date
of the Initial Registration Statement, the Initial Registration Statement
conformed in all material respects to the requirements of the Act, the Trust
Indenture Act of 1939 ("TRUST INDENTURE ACT") and the rules and regulations of
the Commission ("RULES AND REGULATIONS") and did not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
on the Effective Date of the Additional Registration Statement (if any), each
Registration Statement conformed, or will conform, in all material respects to
the requirements of the Act, the Trust Indenture Act and the Rules and
Regulations and did not include, or will not include, any untrue statement of a
material fact and did not omit, or will not omit, to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and (iii) on the date of this Agreement, the Initial Registration
Statement and, if the Effective Time of the Additional Registration Statement is
prior to the execution and delivery of this Agreement, the Additional
Registration Statement each conforms, and at the time of filing of the
Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the
Effective Date of the Additional Registration Statement in which the Prospectus
is included, in all material respects to the requirements of the Act, the Trust
Indenture Act and the Rules and Regulations, and neither of such documents
includes, or will include, any untrue statement of a material fact or omits, or
will omit, to state any material fact required to be stated therein or necessary
to make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading. If the Effective Time
of the Initial Registration Statement is subsequent to the execution and
delivery of this Agreement: on the Effective Date of the Initial Registration
Statement, the Initial Registration Statement and the Prospectus will conform in
all material respects to the requirements of the Act, the Trust Indenture Act
and the Rules and Regulations, neither of such documents will include any untrue
statement of a material fact or will omit to state any material fact required to
be stated therein or necessary to make the statements therein (in the case of
the Prospectus, in light of the circumstances under which they were made) not
misleading, and no Additional Registration Statement has been or will be filed.
The two preceding sentences do not apply to statements in or omissions from a
Registration Statement or the Prospectus based upon written information
furnished to the Issuers by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only such
information is that described as such in Section 7(b) hereof.
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(c) Radio has been duly organized and is a validly existing limited
liability company in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus; and Radio is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions in
which its ownership or lease of property or the conduct of its business requires
such qualification, except where the failure to be so qualified would not have a
material adverse effect on the condition (financial or other), business,
properties, or results of operations of the Parent Guarantor and its
subsidiaries taken as a whole ("MATERIAL ADVERSE EFFECT").
(d) Parent Guarantor has been duly organized and is a validly
existing corporation in good standing under the laws of the Commonwealth of
Pennsylvania, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus; and Parent
Guarantor is duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or lease of property
or the conduct of its business requires such qualification, except where the
failure to be so qualified would not have a Material Adverse Effect.
(e) Each of Capital and the Subsidiary Guarantors, has been duly
incorporated or organized, as the case may be, and is validly existing and in
good standing under the laws of the jurisdiction of its organization, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus; and each of Capital and the Subsidiary
Guarantors is duly qualified to do business as a foreign corporation, limited
liability company or business trust, as applicable, and is in good standing in
all other jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, except where the failure to
be so qualified would not have a Material Adverse Effect; all of the issued and
outstanding capital stock or other equity interests of each of Capital and the
Subsidiary Guarantors, as applicable, has been duly authorized and validly
issued, is fully paid and nonassessable and is owned of record and beneficially
by Radio or by a subsidiary of Radio; and the capital stock or other equity
interests of each subsidiary owned by Radio, directly or through subsidiaries,
is owned free from liens, encumbrances and defects, except as disclosed in the
Prospectus.
(f) The Indenture has been duly authorized and, if the Effective
Time of a Registration Statement is prior to the execution and delivery of this
Agreement, has been or otherwise upon such Effective Time will be duly qualified
under the Trust Indenture Act with respect to the Offered Securities registered
thereby; the Offered Securities have been duly authorized; and when the Offered
Securities are delivered and paid for pursuant to this Agreement on the Closing
Date (as defined below), the Indenture will have been duly executed and
delivered, such Offered Securities will have been duly executed, authenticated,
issued and delivered and will conform to the description thereof contained in
the Prospectus and the Indenture and such Offered Securities will constitute
valid and legally binding obligations of each Issuer, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium
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and similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.
(g) This Agreement has been duly authorized, executed and delivered
by the Issuers.
(h) The Guarantees have been duly authorized; and when the
Guarantees are delivered and paid for pursuant to this Agreement on the Closing
Date (as defined below), such Guarantees will have been duly executed by each
Guarantor and will conform to the description thereof contained in the
Prospectus and the Indenture and, when the Offered Securities have been
authenticated in the manner provided for in the Indenture and delivered against
payment of the purchase price therefor, will constitute valid and legally
binding obligations of each Guarantor, enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
(i) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Issuers and any person that would give
rise to a valid claim against the Issuers or any Underwriter for a brokerage
commission, finder's fee or other like payment in connection with this offering.
(j) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Issuers and any person granting such
person the right to require the Issuers to file a registration statement under
the Act with respect to any securities of the Issuers owned or to be owned by
such person or to require the Issuers to include such securities in the
securities registered pursuant to a Registration Statement or in any securities
being registered pursuant to any other registration statement filed by an Issuer
under the Act.
(k) Except as disclosed in the Prospectus, no consent, approval,
authorization, or order of, or filing with, any governmental agency or body
(including, without limitation, the Federal Communications Commission (the
"FCC")) or any court is required to be obtained or made by the Issuers for the
consummation by the Issuers of the transactions contemplated by this Agreement
in connection with the offer and sale of the Offered Securities by the Issuers,
except such as have been obtained and made under the Act and such as may be
required under state securities laws and except that a copy of this Agreement is
to be filed with the FCC within 30 days of its execution.
(l) The execution, delivery and performance of this Agreement, and
the consummation of the transactions by the Issuers herein contemplated will not
result in a breach or violation of any of the terms and provisions of, or
constitute a default under any statute, any rule, regulation or order of any
governmental agency or body or any court, domestic or foreign, having
jurisdiction over the Issuers or any of their properties, or any agreement or
instrument to which any such Issuer is a party or by which any such Issuer is
bound or to which any of the properties of any such Issuer is subject, assuming
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compliance by each holder of Offered Securities of the FCC's "equity/debt"
policies, except where the breach or violation would not have a Material Adverse
Effect, or the charter or by-laws of any such Issuer, and each of Radio and
Capital has full power and authority (corporate and other) to authorize, issue
and sell the Offered Securities pursuant to this Agreement.
(m) Except as disclosed in the Prospectus, the Issuers have good and
marketable title to all real properties and all other properties and assets
owned by them, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or
to be made thereof by them; and except as disclosed in the Prospectus, the
Issuers hold any leased real or personal property under valid and enforceable
leases or subleases with no exceptions that, individually, or in the aggregate
would have a Material Adverse Effect.
(n) The Issuers possess adequate certificates, authorities or
permits and hold all necessary licenses (including, without limitation, licenses
issued by the FCC) issued by appropriate governmental agencies or bodies
necessary to conduct the business now operated by them and have not received any
notice of proceedings relating to the revocation or modification of any such
certificate, license, authority or permit that, if determined adversely to the
Issuers, would individually or in the aggregate have a Material Adverse Effect.
(o) Except as described in the Prospectus, no labor dispute with the
employees of the Issuers or any subsidiary exists or, to the knowledge of the
Issuers, is imminent that might have a Material Adverse Effect.
(p) The Issuers own, possess or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual property
(collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business
now operated by them, or presently employed by them, and have not received any
notice of infringement of or conflict with asserted rights of others with
respect to any Intellectual Property Rights that, if determined adversely to the
Issuers, would individually or in the aggregate have a Material Adverse Effect.
(q) The Issuers have filed all necessary federal, state, local and
foreign income and franchise tax returns, except where the failure to file such
returns would not have a Material Adverse Effect and the Issuers have paid all
taxes shown as due thereon; and other than tax deficiencies that the Issuers are
contesting in good faith and for which adequate reserves have been provided,
there is no tax deficiency that has been asserted against the Issuers that
would, individually or in the aggregate, have a Material Adverse Effect.
(r) No Issuer is in violation of any statute, any rule, regulation,
decision or order of any governmental agency or body or any court, domestic or
foreign, relating to the use, disposal or release of hazardous or toxic
substances or relating to the
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protection or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, "ENVIRONMENTAL Laws"), owns or operates any real
property contaminated with any substance that is subject to any Environmental
Laws, is liable for any off-site disposal or contamination pursuant to any
Environmental Laws, or is subject to any claim relating to any Environmental
Laws, which violation, contamination, liability or claim would individually or
in the aggregate reasonably be expected to have a Material Adverse Effect; and
the Issuers are not aware of any pending investigation which might reasonably be
expected to lead to such a claim.
(s) Except as disclosed in the Prospectus, there are no pending
actions, suits, proceedings, inquiries or investigations before or brought by
any court or governmental agency or body (including, without limitation, the
FCC) against or, to the knowledge of the Issuers, affecting the Issuers or any
of their respective properties that, if determined adversely to the Issuers,
would individually or in the aggregate have a Material Adverse Effect, or would
materially and adversely affect the ability of the Issuers to perform their
obligations under this Agreement, or which are otherwise material in the context
of the offer and sale of the Offered Securities; and no such actions, suits or
proceedings are threatened or, to the Issuers' knowledge, contemplated.
(t) The financial statements included in each Registration Statement
and the Prospectus, present fairly the financial position of the Parent
Guarantor and its consolidated subsidiaries as of the dates shown and their
results of operations and cash flows for the periods shown, and, except as
otherwise disclosed in the Prospectus, such financial statements have been
prepared in conformity with the generally accepted accounting principles in the
United States applied on a consistent basis; and the schedules included in each
Registration Statement present fairly the information required to be stated
therein.
(u) Since the date of the latest audited financial statements
included in the Prospectus there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties, or results of operations
of the Parent Guarantor and its subsidiaries taken as a whole, and, except as
disclosed in or contemplated by the Prospectus, there has been no dividend or
distribution of any kind declared, paid or made by any Issuer on any class of
its capital stock.
(v) The statistical and market-related data included in the
Prospectus are based on or derived from sources that the Issuers believe to be
accurate and reliable.
(w) Each Issuer (i) makes and keeps accurate books and records and
(ii) maintains internal accounting controls that provide reasonable assurance
that (A) transactions are executed in accordance with management's
authorization, (B) transactions are recorded as necessary to permit preparation
of its financial statements, (C) access to its assets is permitted only in
accordance with management's authorization and (D) the reported accountability
for its assets is compared with existing assets at reasonable intervals.
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(x) None of Radio, Capital or Parent Guarantor is or, after giving
effect to the offering and sale of the Offered Securities and the application of
the proceeds thereof as described in the Prospectus, will be an "investment
company" as defined in the Investment Company Act of 1940, as amended.
(y) To the knowledge of the Issuers, each of Deloitte & Touche LLP
and Arthur Andersen LLP, which firms have examined the consolidated financial
statements as set forth in their reports included in the Prospectus, is an
independent public accounting firm within the meaning of the Act and the rules
and regulations thereunder.
(z) Parent Guarantor is subject to the reporting requirements of
either Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and
files reports with the Commission on the Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, each Issuer agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Issuers, at a purchase price of ___% of the principal amount thereof
plus accrued interest from the Closing Date (as hereinafter defined), the
respective principal amounts of Offered Securities set forth opposite the names
of the Underwriters in Schedule A hereto.
The Issuers will deliver against payment of the purchase price the
Offered Securities in the form of one or more permanent global Securities in
definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as nominee for DTC. Interests in any permanent global Securities
will be held only in book-entry form through DTC, except in the limited
circumstances described in the Prospectus. Payment for the Offered Securities
shall be made by the Underwriters in Federal (same day) funds by official bank
check or checks or wire transfer to an account at a bank acceptable to Credit
Suisse First Boston Corporation ("CSFBC") designated by the Issuers at the
office of Weil, Gotshal & Manges LLP at 10:00 A.M., (New York time), on March ,
2002, or at such other time not later than seven full business days thereafter
as CSFBC and the Issuers determine, such time being herein referred to as the
"CLOSING DATE", against delivery to the Trustee as custodian for DTC of the
Global Securities representing all of the Offered Securities. The Global
Securities will be made available for checking at the above office at least 24
hours prior to the Closing Date.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.
5. Certain Agreements of the Issuers. Each of the Issuers agrees with the
several Underwriters that:
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(a) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement, the Issuers will file the
Prospectus with the Commission pursuant to and in accordance with subparagraph
(1) (or, if applicable and if consented to by CSFBC and Deutsche Banc Alex.
Brown Inc. ("DBAB"), subparagraph (4)) of Rule 424(b) not later than the earlier
of (i) the second business day following the execution and delivery of this
Agreement) and (ii) the fifteenth business day after the Effective Date of the
Initial Registration Statement.
The Issuers will advise CSFBC and DBAB promptly of any such filing pursuant to
Rule 424(b). If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement and an additional
registration statement is necessary to register a portion of the Offered
Securities under the Act but the Effective Time thereof has not occurred as of
such execution and delivery, the Issuers will file the additional registration
statement or, if filed, will file a post-effective amendment thereto with the
Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00
P.M., New York time, on the date of this Agreement or, if earlier, on or prior
to the time the Prospectus is printed and distributed to any Underwriter, or
will make such filing at such later date as shall have been consented to by
CSFBC and DBAB.
(b) The Issuers will advise CSFBC and DBAB promptly of any proposal
to amend or supplement the initial or any additional registration statement as
filed or the related prospectus or the Initial Registration Statement, the
Additional Registration Statement (if any) or the Prospectus and will not effect
such amendment or supplementation without the consent of CSFBC and DBAB; and the
Issuers will also advise CSFBC and DBAB promptly of the effectiveness of each
Registration Statement (if its Effective Time is subsequent to the execution and
delivery of this Agreement) and of any amendment or supplementation of a
Registration Statement or the Prospectus and of the institution by the
Commission of any stop order proceedings in respect of a Registration Statement
and will use its best efforts to prevent the issuance of any such stop order and
to obtain as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection with sales by
any Underwriter or dealer, any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the Prospectus to comply
with the Act, the Issuers will promptly notify CSFBC and DBAB of such event and
will promptly prepare and file with the Commission, at its own expense, an
amendment or supplement which will correct such statement or omission or an
amendment which will effect such compliance. Neither the consent to of CSFBC and
DBAB, nor the Underwriters' delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6.
(d) As soon as practicable, but not later than the Availability Date
(as defined below), the Issuers will make generally available to their
securityholders an
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earnings statement of Parent Guarantor covering a period of at least 12 months
beginning after the Effective Date of the Initial Registration Statement (or, if
later, the Effective Date of the Additional Registration Statement) which will
satisfy the provisions of Section 11(a) of the Act. For the purpose of the
preceding sentence, "AVAILABILITY DATE" means the 45th day after the end of the
fourth fiscal quarter following the fiscal quarter that includes such Effective
Date, except that, if such fourth fiscal quarter is the last quarter of an
Issuer's fiscal year, "AVAILABILITY DATE" means the 90th day after the end of
such fourth fiscal quarter.
(e) The Issuers will furnish to the Representatives copies of each
Registration Statement (five of which will be signed and will include all
exhibits), each related preliminary prospectus, and, so long as a prospectus
relating to the Offered Securities is required to be delivered under the Act in
connection with sales by any Underwriter or dealer, the Prospectus and all
amendments and supplements to such documents, in each case in such quantities as
CSFBC and DBAB request. The Prospectus shall be so furnished on or prior to 3:00
P.M., New York time, on the business day following the later of the execution
and delivery of this Agreement or the Effective Time of the Initial Registration
Statement. All other documents shall be so furnished as soon as available. The
Issuers will pay the expenses of printing and distributing to the Underwriters
all such documents.
(f) The Issuers will arrange for the qualification of the Offered
Securities for sale under the laws of such jurisdictions as CSFBC and DBAB
designate and will continue such qualifications in effect so long as required
for the distribution.
(g) The Issuers agree with the several Underwriters that the Issuers
will pay all expenses incident to the performance of their obligations under
this Agreement, for any filing fees and other expenses (including reasonable
fees and disbursements of counsel) incurred in connection with qualification of
the Offered Securities for sale under the laws of such jurisdictions as CSFBC
and DBAB designate and the printing of memoranda relating thereto, for any fees
charged by investment rating agencies for the rating of the Offered Securities,
for any travel expenses of the Issuers' officers and employees and any other
expenses of the Issuers in connection with attending or hosting meetings with
prospective purchasers of the Offered Securities and for expenses incurred in
distributing preliminary prospectuses and the Prospectus (including any
amendments and supplements thereto) to the Underwriters.
6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Offered Securities on the
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Issuers herein, to the accuracy of the statements
of officers of the Issuers made pursuant to the provisions hereof, to the
performance by each Issuer of its obligations hereunder and to the following
additional conditions precedent:
(a) (i) The Representatives shall have received a letter, dated the
date of delivery thereof (which, if the Effective Time of the Initial
Registration Statement
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is prior to the execution and delivery of this Agreement, shall be on or prior
to the date of this Agreement or, if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, shall be prior to the filing of the amendment or post-effective
amendment to the registration statement to be filed shortly prior to such
Effective Time), of Arthur Andersen LLP confirming that they are independent
public accountants within the meaning of the Act and the applicable published
Rules and Regulations thereunder and stating to the effect that:
(A) in their opinion the financial statements and
schedules examined by them and included or incorporated by
reference in the Registration Statements comply as to form in
all material respects with the applicable accounting
requirements of the Act and the related published Rules and
Regulations;
(B) with respect to the audited financial statements of
the Parent Guarantor for the year ended December 31, 2001
only, on the basis of a reading of the latest available
interim financial statements of the Parent Guarantor,
inquiries of officials of the Parent Guarantor who have
responsibility for financial and accounting matters and other
specified procedures, nothing came to the attention of Arthur
Andersen LLP that caused them to believe that:
(1) at the date of the latest available balance
sheet read by such accountants, or at a subsequent
specified date not more than three business days prior
to the date of this Agreement, there was any change in
the capital stock or any increase in long-term debt of
the Parent Guarantor and its consolidated subsidiaries
or, at the date of the latest available balance sheet
read by such accountants, there was any decrease in
consolidated net current assets, as compared with
amounts shown on the latest balance sheet included in
the Prospectus; or
(2) for the period from the closing date of the
latest income statement included in the Prospectus to
the closing date of the latest available income
statement read by such accountants there were any
decreases, as compared with the corresponding period of
the previous year, in consolidated net broadcast
revenue, net income (loss) or in the total or per share
amounts of consolidated income (loss) before
extraordinary items;
except in all cases set forth in clauses (1) and (2) above for
changes, increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such
letter; and
(C) they have compared specified dollar amounts (or
percentages derived from such dollar amounts) and other
financial
11
information contained in the Registration Statements (in each
case to the extent that such dollar amounts, percentages and
other financial information are derived from the general
accounting records of the Parent Guarantor and its
subsidiaries subject to the internal controls of the Parent
Guarantor's accounting system or are derived directly from
such records by analysis or computation) with the results
obtained from inquiries, a reading of such general accounting
records and other procedures specified in such letter and have
found such dollar amounts, percentages and other financial
information to be in agreement with such results, except as
otherwise specified in such letter.
(ii) The Representatives shall have received a letter, dated
the date of delivery thereof (which, if the Effective Time of the
Initial Registration Statement is prior to the execution and
delivery of this Agreement, shall be on or prior to the date of this
Agreement or, if the Effective Time of the Initial Registration
Statement is subsequent to the execution and delivery of this
Agreement, shall be prior to the filing of the amendment or
post-effective amendment to the registration statement to be filed
shortly prior to such Effective Time), of Deloitte & Touche LLP
confirming that they are independent public accountants within the
meaning of the Act and the applicable published Rules and
Regulations thereunder and stating to the effect that in their
opinion the financial statements and schedules examined by them and
included or incorporated by reference in the Registration Statements
comply as to form in all material respects with the applicable
accounting requirements of the Act and the related published Rules
and Regulations.
For purposes of this subsection, (i) if the Effective Time of the
Initial Registration Statement is subsequent to the execution and delivery of
this Agreement, "REGISTRATION STATEMENTS" shall mean the initial registration
statement as proposed to be amended by the amendment or post-effective amendment
to be filed shortly prior to its Effective Time, (ii) if the Effective Time of
the Initial Registration Statement is prior to the execution and delivery of
this Agreement but the Effective Time of the Additional Registration is
subsequent to such execution and delivery, "REGISTRATION STATEMENTS" shall mean
the Initial Registration Statement and the additional registration statement as
proposed to be filed or as proposed to be amended by the post-effective
amendment to be filed shortly prior to its Effective Time, and (iii)
"PROSPECTUS" shall mean the prospectus included in the Registration Statements.
(b) If the Effective Time of the Initial Registration Statement is
not prior to the execution and delivery of this Agreement, such Effective Time
shall have occurred not later than 10:00 P.M., New York time, on the date of
this Agreement or such later date as shall have been consented to by CSFBC. If
the Effective Time of the Additional Registration Statement (if any) is not
prior to the execution and delivery of this Agreement, such Effective Time shall
have occurred not later than 10:00 P.M., New York time, on the date of this
Agreement or, if earlier, the time the Prospectus is printed and distributed to
any Underwriter, or shall have occurred at such later date as shall have
12
been consented to by the Representatives. If the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this Agreement,
the Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) of this Agreement. Prior to the Closing
Date, no stop order suspending the effectiveness of a Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Issuers or the Representatives, shall be
contemplated by the Commission.
(c) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any change, or any development or event
involving a prospective change, in the condition (financial or other), business,
properties or results of operations of the Issuers which, in the judgment of the
Representatives, is material and adverse and makes it impractical or inadvisable
to proceed with completion of the public offering or the sale of and payment for
the Offered Securities; (ii) any downgrading in the rating of any debt
securities or preferred stock of Parent Guarantor, Radio or Capital by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of any debt securities
or preferred stock of Parent Guarantor, Radio or Capital (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (iii) any material
adverse change in U.S. or international financial, political or economic
conditions shall have occurred as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed with the proposed
issue, sale or distribution of the Offered Securities; (iv) any suspension or
limitation of trading in securities generally on The New York Stock Exchange, or
any setting of minimum prices for trading on such exchange, or any suspension of
trading of any securities of Parent Guarantor, Radio or Capital on any exchange
or in the over-the-counter market; (v) any banking moratorium declared by U.S.
Federal, New York or Pennsylvania authorities; (vi) any major disruption of
settlements of securities or clearance services in the United States that would
materially impair settlement and clearance with respect to the Offered
Securities; or (vii) any attack on, outbreak or escalation of hostilities or act
of terrorism involving the United States, any declaration of war by Congress or
any other substantial national or international calamity or emergency if, in the
judgment of the Representatives, the effect of any such attack, outbreak,
escalation, act, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the public offering or the sale of and
payment for the Offered Securities.
(d) The Representatives shall have received an opinion, dated the
Closing Date, of Latham & Watkins, counsel for the Issuers, substantially in the
form attached hereto as Exhibit A.
(e) The Representatives shall have received an opinion, dated the
Closing Date, of John C. Donlevie, Esq., General Counsel to the Issuers, or such
other counsel reasonably acceptable to the Underwriters, substantially in the
form attached hereto as Exhibit B.
13
(f) The Representatives shall have received an opinion, dated the
Closing Date, of Leventhal, Senter & Lerman PLLC, in their capacity as FCC
counsel for the Issuers, substantially in the form attached hereto as Exhibit C.
(g) The Representatives shall have received from Weil, Gotshal &
Manges LLP, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the Registration Statements, the Prospectus and
other related matters as the Representatives may reasonably require.
(h) The Representatives shall have received a certificate, dated the
Closing Date, of the President or any Vice President and a principal financial
or accounting officer of each of Radio and Capital in which such officers, to
the best of their knowledge after reasonable investigation, shall state that:
the representations and warranties of the Issuers in this Agreement are true and
correct as though made on the Closing Date; the Issuers have complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date; no stop order suspending the
effectiveness of any Registration Statement has been issued and no proceedings
for that purpose have been instituted or are contemplated by the Commission; the
Additional Registration Statement (if any) satisfying the requirements of
subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b),
including payment of the applicable filing fee in accordance with Rule 111(a) or
(b) under the Act, prior to the time the Prospectus was printed and distributed
to any Underwriter; and, subsequent to the date of the most recent financial
statements in the Prospectus, there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations of
Parent Guarantor and its subsidiaries taken as a whole except as set forth in or
contemplated by the Prospectus or as described in such certificate.
(i) The Representatives shall have received letters, dated the
Closing Date, of Deloitte & Touche LLP and Arthur Andersen LLP which meet the
requirements of subsection (a) of this Section, except that the specified date
referred to in such subsection will be a date not more than three business days
prior to the Closing Date for the purposes of this subsection.
(j) The Issuers shall have obtained all requisite approvals,
consents and/or waivers under the Credit Agreement, dated as of December 16,
1999, as amended, by and among the Company, as a guarantor, Radio, as borrower,
the guarantors named therein, the lenders named therein, Key Corporate Capital
Inc., as Administrative Agent and Co-Documentation Agent, and Bank Of America,
N.A., as Syndication Agent and Co-Documentation Agent.
The Issuers will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. The Representatives may in their discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters hereunder.
14
7. Indemnification and Contribution. (a) The Issuers will indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any, who controls such Underwriter within the meaning of Section 15
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of the Prospectus, in
light of the circumstances in which they were made) not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Issuers will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Issuers by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below; and provided, further,
that with respect to any untrue statement or alleged untrue statement in or
omission or alleged omission from any preliminary prospectus, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased the Offered Securities concerned, to the extent that a
prospectus relating to such Offered Securities was required to be delivered by
such Underwriter under the Act in connection with such purchase and any such
loss, claim, damage or liability of such Underwriter results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Offered Securities to such person, a copy of
the Prospectus if the Issuers have previously furnished such quantity of copies
thereof to such Underwriter.
(b) Each Underwriter will severally and not jointly indemnify and
hold harmless the Issuers against any losses, claims, damages or liabilities to
which the Issuers may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Issuers by such Underwriter through the
Representatives specifically for use therein, and
15
will reimburse any legal or other expenses reasonably incurred by the Issuers in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred, it being understood and
agreed that the only such information furnished by any Underwriter consists of
the following information in the Prospectus furnished on behalf of each
Underwriter: the information contained in the seventh paragraph under the
caption "Underwriting."
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party
under subsection (a) or (b) above, notify an indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is
brought against any indemnified party and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuers on the one hand and the Underwriters on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Issuers on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Issuers on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses)
16
received by the Issuers bear to the total underwriting discounts and commissions
received by the Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuers or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(e) The obligations of the Issuers under this Section shall be in
addition to any liability which the Issuers may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Issuers, to each officer of the Issuers
who has signed a Registration Statement and to each person, if any, who controls
the Issuers within the meaning of the Act.
8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on the Closing Date
and the aggregate principal amount of Offered Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of Offered Securities that the Underwriters are
obligated to purchase on the Closing Date, the Representatives may make
arrangements satisfactory to the Issuers for the purchase of
17
such Offered Securities by other persons, including any of the Underwriters, but
if no such arrangements are made by the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Offered Securities that such defaulting
Underwriters agreed but failed to purchase on the Closing Date. If any
Underwriter or Underwriters so default and the aggregate principal amount of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total principal amount of Offered Securities that the Underwriters
are obligated to purchase on the Closing Date and arrangements satisfactory to
the Representatives and the Issuers for the purchase of such Offered Securities
by other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter
or the Issuers, except as provided in Section 9 (provided that if such default
occurs with respect to Optional Securities after the First Closing Date, this
Agreement will not terminate as to the Offered Securities or any Optional
Securities purchased prior to such termination). As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section 8. Nothing herein will relieve a defaulting Underwriter from liability
for its default.
9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Issuers or their respective officers and of the several Underwriters set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by
or on behalf of any Underwriter, the Issuers or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Offered Securities. If this Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Underwriters is not consummated, the Issuers shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5(g) and the respective obligations of the Issuers and the Underwriters
pursuant to Section 7 shall remain in effect, and if any Offered Securities have
been purchased hereunder the representations and warranties in Section 2 and all
obligations under Section 5 shall also remain in effect. If the purchase of the
Offered Securities by the Underwriters is not consummated for any reason other
than solely because of the termination of this Agreement pursuant to Section 8
or the occurrence of any event specified in clause (iii), (iv), (v), (vii) or
(viii) of Section 6(c), the Issuers will reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.
10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representatives, c/o Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, or,
if sent to the Issuers, will be mailed, delivered or telegraphed and confirmed
to it at 401 City Avenue, Suite 409, Bala Cynwyd, Pennsylvania 19004, Attention:
John C. Donlevie, Esq.; provided, however, that any notice to an Underwriter
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Underwriter.
11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.
12. Representation of Underwriters. The Representatives will act for the
several Underwriters in connection with this financing, and any action under
this
18
Agreement taken by the Representatives or by CSFBC will be binding upon all the
Underwriters.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
The Issuers hereby submit to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
19
If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to Issuers one of the
counterparts hereof, whereupon it will become a binding agreement between the
Issuers and the several Underwriters in accordance with its terms.
Very truly yours,
ENTERCOM RADIO, LLC
By: _______________________________
Name:
Title:
ENTERCOM CAPITAL, INC.
By: _______________________________
Name:
Title:
ENTERCOM COMMUNICATIONS CORP.
By: _______________________________
Name:
Title:
S-1
ENTERCOM BOSTON, LLC
ENTERCOM BOSTON LICENSE, LLC
ENTERCOM BUFFALO, LLC
ENTERCOM BUFFALO LICENSE, LLC
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 ROCHESTER, LLC
ENTERCOM ROCHESTER 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: _______________________________
Name:
Title:
S-
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC.
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
Acting on behalf of themselves and as
the Representatives of the several
Underwriters
By: CREDIT SUISSE FIRST BOSTON CORPORATION
By: ______________________________________________
Title:
S-
SCHEDULE A
UNDERWRITER PRINCIPAL AMOUNT OF OFFERED
----------- SECURITIES
Credit Suisse First Boston Corporation.................................. $
Deutsche Banc Alex. Brown Inc...........................................
Banc of America Securities LLC..........................................
Morgan Stanley & Co. Incorporated.......................................
--------------------------
Total................................... $
==========================
A-1
EXHIBIT A
Opinion of Latham & Watkins
B-1
EXHIBIT B
Opinion of John Donlevie
B-2
EXHIBIT C
Opinion of Leventhal, Senter & Lerman PLLC
B-3