AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2002
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
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.
(Continued on next page)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Continued from previous page)
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE(1)
- ----------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $.01 per share and
Preferred Stock, par value $.01 per share of
Entercom Communications Corp. ("Entercom")........ $250,000,000(2) $23,000
Guarantees of Entercom of Debt Securities of
Entercom Radio.................................... -- (6)
Debt Securities of Entercom Radio, LLC ("Entercom
Radio")(3)(4)(5).................................. $250,000,000 $23,000
Guarantees of Co-Registrants of Debt Securities of
Entercom Radio.................................... -- (6)
Total...................................... $500,000,000 $46,000
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</Table>
(1) The registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1933, as amended, and reflects the offering
price rather than the principal amount at maturity of any debt securities
issued at a discount.
(2) This amount reflects the proposed maximum aggregate offering price of Class
A common stock of Entercom and preferred stock of Entercom, in accordance
with General Instruction II.D. to Form S-3 under the Securities Act of 1933,
as amended.
(3) Entercom Radio's payment obligations under any series of Debt Securities
will be guaranteed by Entercom and may be guaranteed by one or more of the
Co-Registrants.
(4) If any Debt Securities are issued at an original issue discount, then the
offering price shall be in such greater principal amount as shall result in
an aggregate initial offering price not to exceed $250,000,000.
(5) The Debt Securities of Entercom Radio will be co-issued by Entercom Capital,
Inc.
(6) Pursuant to Rule 457(n), no separate fee is payable with respect to the
guarantees being registered hereby.
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>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2002
$250,000,000
ENTERCOM COMMUNICATIONS CORP.
Class A Common Stock and Preferred Stock
---------------------
$250,000,000
ENTERCOM RADIO, LLC
ENTERCOM CAPITAL, INC.
Debt Securities
---------------------
Entercom Communications may from time to time offer up to $250,000,000 in
aggregate offering price of its Class A common stock, par value $.01 per share,
and its preferred stock, par value $.01 per share, or any combination of its
Class A common stock and preferred stock.
Entercom Communication's Class A common stock is traded on the New York
Stock Exchange under the symbol "ETM". On February 8, 2002, the last reported
sale price for Entercom Communication's Class A common stock on the New York
Stock Exchange was $52.00 per share.
Entercom Radio may from time to time offer up to $250,000,000 in aggregate
principal amount or initial accreted value of its debt securities. The debt
securities that Entercom Radio may issue may consist of debentures, notes or
other types of debt. Any debt securities issued by Entercom Radio will be
co-issued by Entercom Capital, Inc. Entercom Radio's payment obligations under
any series of debt securities will be guaranteed by Entercom Communications and
may be guaranteed by one or more of the Co-Registrants.
This prospectus provides a general description of the securities we may
offer. The specific terms of the securities offered by this prospectus will be
set forth in a supplement to this prospectus and will include:
- in the case of Class A common stock, the number of shares, purchase price
and terms of the offering and sale thereof;
- in the case of preferred stock, the specific designation, number of
shares, liquidation preference, purchase price, dividend, voting,
redemption and conversion provisions, and any other specific terms of the
preferred stock; and
- in the case of debt securities, the specific designation, aggregate
principal amount, purchase price, maturity, interest rate, time of
payment of interest, terms (if any) for the subordination or redemption
thereof, and any other specific terms of the debt securities;
You should read this prospectus and any prospectus supplement carefully
before you invest in any securities we offer. This prospectus may not be used to
consummate a sale of securities unless accompanied by the applicable prospectus
supplement.
---------------------
These securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations
determined that this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.
---------------------
The date of this prospectus is February , 2002
WE HAVE NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO
THIS PROSPECTUS. YOU MUST NOT RELY UPON ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT. THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO THIS
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH THEY RELATE,
NOR DOES THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO THIS PROSPECTUS
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE INFORMATION CONTAINED IN THIS PROSPECTUS
AND THE SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE AS OF THE DATES ON THEIR
COVERS. WHEN WE DELIVER THIS PROSPECTUS OR A SUPPLEMENT OR MAKE A SALE PURSUANT
TO THIS PROSPECTUS OR A SUPPLEMENT, WE ARE NOT IMPLYING THAT THE INFORMATION IS
CURRENT AS OF THE DATE OF THE DELIVERY OR SALE.
---------------------
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
About This Prospectus................. i
Where You Can Find More Information... i
The Company........................... 1
Use of Process........................ 1
Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends........................... 2
</Table>
<Table>
<Caption>
PAGE
----
Description of Capital Stock.......... 3
Description of Debt Securities........ 7
Plan of Distribution.................. 14
Legal Matters......................... 15
Experts............................... 15
</Table>
---------------------
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement filed with the
Securities and Exchange Commission by Entercom Communications, Entercom Radio,
Entercom Capital and the co-registrant subsidiaries of Entercom Radio (the
"Registrants") utilizing a "shelf" registration process. This prospectus
provides you with a general description of the securities that the Registrants
may offer. Each time the Registrants sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the next heading "Where You Can Find More Information."
Unless the context requires otherwise, "Entercom," "We," "Us" or similar
terms refer to Entercom Communications Corp., Entercom Radio, LLC, a wholly
owned subsidiary of Entercom Communications, Entercom Capital, Inc., a wholly
owned subsidiary of Entercom Radio, and Entercom Communication's consolidated
subsidiaries, excluding Entercom Communications Capital Trust. The direct and
indirect subsidiaries of Entercom Radio hold all of our radio station licenses
and related assets.
WHERE YOU CAN FIND MORE INFORMATION
Entercom Communications files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You can inspect and copy these reports, proxy statements and other information
at the public reference facility of the Commission, in Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
room. The Commission also maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission (http://www.sec.gov). You can inspect reports
and other information Entercom Communications files at the office of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Registrants have filed a registration statement and related exhibits
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). The registration statement contains additional information
about us, Entercom Communication's Class A common stock and preferred stock and
Entercom Radio's debt securities. You may inspect the registration statement and
exhibits without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and you may obtain copies from the Commission at
prescribed rates.
i
The Commission allows us to "incorporate by reference" the information
Entercom Communications files with it, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that Entercom Communications files subsequent to the date of this
prospectus with the Commission will automatically update and supersede this
information. We incorporate by reference the following documents Entercom
Communications filed with the Commission pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
- Annual Report on Form 10-K for the fiscal year ended December 31, 2001;
and
- Description of our Class A common stock contained in our registration
statement on Form 8-A that was filed with the Commission on September 15,
1998.
We are also incorporating by reference into this prospectus all documents
filed by the Registrants with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this prospectus and before we
cease offering the securities under this prospectus (other than those portions
of such documents described in paragraphs (i), (k), and (l) of Item 402 of
Regulation S-K promulgated by the Commission).
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
(610) 660-5610
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with different information.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference
herein, contains, in addition to historical information, statements by us with
regard to our expectations as to financial results and other aspects of our
business that involve risks and uncertainties and may constitute forward looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. These statements reflect our current views and are
based on certain assumptions. Actual results could differ materially from those
currently anticipated as a result of a number of factors, including, but not
limited to, the following: (1) the highly competitive nature of, and new
technologies in, the radio broadcasting industry; (2) our dependence upon our
Seattle radio stations; (3) the risks associated with our acquisition strategy
generally; (4) the control of us by Joseph M. Field and members of his immediate
family; (5) our vulnerability to changes in federal legislation or regulatory
policies; and (6) the risks disclosed in Entercom's reports previously filed
with the Commission.
These important factors are discussed in more detail under "Risk Factors"
in Entercom Communication's Annual Report on Form 10-K for the year ended
December 31, 2001 and in any accompanying prospectus supplements and in other
documents the Registrants may file with the Commission and which will be
incorporated by reference herein. You may obtain copies of these documents as
described under "Where You Can Find More Information" in this prospectus.
We assume no obligation to update any forward-looking statements as a
result of new information or future events or developments, except as required
under federal securities laws. Investors are cautioned not to place undue
reliance on any forward-looking statements, which speak only as of the date of
this prospectus or, in the case of any document we incorporate by reference, the
date of such document.
Investors also should understand that it is not possible to predict or
identify all factors and should not consider the risks set forth above to be a
complete statement of all potential risks and uncertainties. If the expectations
or assumptions underlying our forward-looking statements prove inaccurate or if
risks or uncertainties arise, actual results could differ materially from those
predicted in any forward-looking statement.
ii
THE COMPANY
We are one of the five largest radio broadcasting companies in the United
States based upon pro forma 2000 revenues for pending acquisitions, as derived
from the January 7, 2002 edition of BIA Consulting, Inc. We have assembled,
after giving effect to the pending acquisitions of three stations in the Denver
market and two stations in the Greensboro market, a nationwide portfolio of 100
stations in 19 markets, including 11 of the country's top 50 radio revenue
markets. Based upon Duncan's Radio Market Guide (2001 ed.), our station groups,
including pending acquisitions, rank among the top three in revenue market share
in 18 of the 19 markets in which we operate. Over 85% of our revenues are
derived from markets where we ranked as either first or second in market radio
revenues.
We operate a wide range of formats in geographically diverse markets across
the United States. Our largest markets, in order of our revenues, including pro
forma for pending acquisitions, are Seattle, Boston, Kansas City, Sacramento,
Portland, New Orleans and Denver.
Through our disciplined acquisition strategy, we seek to (1) build
top-three station clusters principally in large growth markets and (2) acquire
underdeveloped properties that offer the potential for significant improvements
in revenues and broadcast cash flow through the application of our operational
expertise. Although our focus has been on radio stations in top 50 markets, we
also acquire stations in top 75 markets which meet these criteria.
Our principal executive offices are located at 401 City Avenue, Suite 409,
Bala Cynwyd, Pennsylvania 19004, and our telephone number is (610) 660-5610.
USE OF PROCEEDS
Unless we indicate otherwise in the applicable prospectus supplement, we
anticipate that we will use any net proceeds from the sale of securities offered
by this prospectus and the applicable prospectus supplement for general
corporate purposes, including repaying or refinancing our senior bank facility,
or redeeming or repurchasing our Convertible Preferred Securities, Term Income
Deferrable Equity Securities (TIDES), and for acquisitions, working capital, and
other capital expenditures or any other purpose permitted under our senior bank
facility. The factors which we will consider in any refinancing will include the
amount and characteristics of any debt securities issued and may include, among
others, the impact of such refinancing on our interest coverage, debt-to-capital
ratio, liquidity and earnings per share. We may temporarily invest funds not
required immediately for such purposes in short term investment grade
securities.
1
RATIO OF EARNINGS TO FIXED CHARGES
AND
RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
Entercom Communication's ratio of earnings to fixed charges and the ratio
of earnings to combined fixed charges and preferred stock dividends for each of
the two fiscal years ending September 30, 1997 and 1998 and for each of the
three fiscal years ending December 31, 1999, 2000 and 2001, respectively, are
set forth below. Any debt securities issued by Entercom Radio will be guaranteed
by Entercom Communications. The ratio of earnings to fixed charges and ratio of
earnings to combined fixed charges and preferred stock dividends are identical
for all periods because Entercom Communications had no outstanding preferred
stock during such periods. The information set forth below should be read in
conjunction with the financial information incorporated by reference herein. For
purposes of these calculations, "earnings" represents pretax income from
continuing operations before loss on equity investments and fixed charges and
"fixed charges" consist of interest expense, amortization of debt financing
costs and an amount equivalent to interest included in rental charges. We have
assumed that one-third of rental expense is representative of the interest
factor.
<Table>
<Caption>
FISCAL YEAR
ENDED FISCAL YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
-------------- ------------------
1997 1998 1999 2000 2001
------ ----- ---- ---- ----
Ratio of earnings to fixed charges................. 15.02 1.62 3.81 2.65 1.90
Ratio of earnings to combined fixed charges and
preferred stock dividends........................ 15.02 1.62 3.81 2.65 1.90
</Table>
2
DESCRIPTION OF CAPITAL STOCK
Authorized capital stock of Entercom Communications as of January 31, 2002
consisted of:
- 200,000,000 shares of Class A common stock, of which 34,829,917 shares
were issued and outstanding;
- 75,000,000 shares of Class B common stock, of which 10,531,805 shares
were issued and outstanding;
- 50,000,000 shares of Class C common stock, none of which were issued and
outstanding; and
- 25,000,000 shares of preferred stock, none of which were issued or
outstanding.
We have reserved for issuance under our 1998 Equity Compensation Plan, as
amended, shares of Class A common stock equal to the sum of 2,500,000 and 10% of
the number of total outstanding shares of common stock of all classes. As of
January 31, 2002, 3,617,645 shares of Class A common stock were available for
future grants under this plan. We also have reserved 1,850,000 shares of Class A
common stock for issuance under our Employee Stock Purchase Plan, of which
1,794,264 shares were available for purchase as of January 31, 2002.
The following summary describes the material terms of our capital stock.
However, you should refer to the actual terms of our capital stock contained in
our amended and restated articles of incorporation and amended and restated
bylaws and to the applicable provisions of the Pennsylvania Business Corporation
Law of 1988.
COMMON STOCK
The rights of holders of the common stock are identical in all respects,
except as discussed below. All of the outstanding shares of Class A common stock
and Class B common stock are, and the shares of Class A common stock sold in the
Class A common stock offering will be, upon issuance and payment of the purchase
price therefor, validly issued, fully paid and nonassessable.
DIVIDENDS
Subject to the right of the holders of any class of preferred stock,
holders of shares of our common stock are entitled to receive dividends that may
be declared by our board of directors out of legally available funds. No
dividend may be declared or paid in cash or property on any share of any class
of common stock unless simultaneously the same dividend is declared or paid on
each share of that and every other class of common stock; provided, that, in the
event of stock dividends, holders of a specific class of common stock shall be
entitled to receive only additional shares of that class.
VOTING RIGHTS
The Class A common stock and the Class B common stock vote together as a
single class on all matters submitted to a vote of shareholders. Each share of
Class A common stock is entitled to one vote and each share of Class B common
stock is entitled to ten votes, except:
- any share of Class B common stock not voted by either Joseph M. Field or
David J. Field, in his own right or pursuant to a proxy, is entitled to
one vote;
- the holders of Class A common stock, voting as a separate class, are
entitled to elect two Class A directors;
- each share of Class B common stock is entitled to one vote with respect
to any Going Private Transaction (defined as a "Rule 13e-3 transaction"
under the Exchange Act); and
- as required by law.
The Class A directors serve one-year terms and must be "independent
directors." For this purpose, an "independent director" means a person who is
not an officer or employee of us or any of our subsidiaries, and who does not
have a relationship which, in the opinion of the board of directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. Holders of common stock are not entitled to
cumulate votes in the election of directors.
3
LIQUIDATION RIGHTS
Upon our liquidation, dissolution or winding-up, the holders of our common
stock are entitled to share ratably in all assets available for distribution
after payment in full to creditors and holders of our preferred stock, if any.
CONVERSION OF CLASS A COMMON STOCK
Shares of Class A common stock owned by a Regulated Entity (defined as
either an entity that is a "bank holding company" under the Bank Holding Company
Act of 1956 or a non-bank subsidiary of such an entity, or an entity that,
pursuant to Section 8(a) of the International Banking Act of 1978 is subject to
the provisions of the Bank Holding Company Act, or any non-bank subsidiary of
such an entity), are convertible at any time, at the option of the holder, into
an equal number of fully paid and non-assessable shares of Class C common stock.
All conversion rights of Class A common stock are subject to any necessary FCC
approval.
CONVERSION, TRANSFERABILITY OF CLASS B COMMON STOCK
Shares of Class B common stock are convertible at any time, at the option
of the holder, into an equal number of fully paid and non-assessable shares of
Class A common stock. All conversion rights of Class B common stock are subject
to any necessary FCC approval. Shares of Class B common stock transferred to a
party other than Joseph M. Field, David J. Field, a spouse or lineal descendant
of either Joseph M. Field or David J. Field or any spouse of such lineal
descendant, a trustee of a trust established for the benefit of any such persons
or the estate of any such persons are automatically converted into an equal
number of fully paid and non-assessable shares of Class A common stock.
CONVERSION, TRANSFERABILITY OF CLASS C COMMON STOCK
Shares of Class C common stock are convertible at any time, subject to
certain restrictions, at the option of the holder thereof, into an equal number
of fully paid and non-assessable shares of Class A common stock. A Regulated
Entity may not convert shares of Class C common stock into Class A common stock
if, as a result of such conversion it would own more than 4.99% of the Class A
common stock unless such conversion is permitted under our amended and restated
articles of incorporation or otherwise under the Banking Holding Company Act.
All conversion rights of Class C common stock are subject to any necessary FCC
approval. In general, shares of Class C common stock transferred to a party
other than a Regulated Entity are automatically converted into an equal number
of fully paid and non-assessable shares of Class A common stock. Shares of Class
C common stock may be transferred by a Regulated Entity under a limited set of
circumstances.
OTHER PROVISIONS
The holders of common stock are not entitled to preemptive or similar
rights.
PREFERRED STOCK
We are authorized to issue 25,000,000 shares of preferred stock, par value
$.01 per share. Our board of directors, in its sole discretion, may designate
and issue one or more series of preferred stock from the authorized and unissued
shares of preferred stock. Subject to limitations imposed by law or our amended
and restated articles of incorporation, the board of directors is empowered to
determine:
- the designation of and the number of shares constituting a series of
preferred stock;
- the dividend rate, if any, for the series;
- the terms and conditions of any voting and conversion rights, if any, for
the series;
- the number of directors, if any, which the series shall be entitled to
elect;
- the amounts payable on the series upon our liquidation, dissolution or
winding-up;
4
- the redemption prices and terms, if any, applicable to the series; and
- the preferences and relative rights among the series of preferred stock.
Such rights, preferences, privileges and limitations of preferred stock
could adversely affect the rights of holders of common stock. There are
currently no shares of preferred stock outstanding.
When we offer to sell a particular class or series of preferred securities,
we will describe the specific terms and conditions of such class or series in a
supplement to this prospectus.
Unless otherwise specified in the applicable prospectus supplement, the
preferred stock will, with respect to rights to the payment of dividends and
distribution of our assets and rights upon our liquidation, dissolution or
winding up, rank:
- senior to all classes or series of our common stock and to all of our
equity securities the terms of which provide that those equity securities
are subordinated to the preferred stock;
- junior to all of our equity securities which the terms of that preferred
stock provide will rank senior to it; and
- on a parity with all of our equity securities other than those referred
to in the clauses above.
FOREIGN OWNERSHIP
Our amended and restated articles of incorporation restrict the ownership,
voting and transfer of our capital stock, including our common stock, in
accordance with the Communications Act and the rules of the FCC, which currently
prohibit the issuance of more than 25% of our outstanding capital stock (or more
than 25% of the voting rights it represents) to or for the account of aliens or
corporations otherwise subject to domination or control by aliens. In addition,
the amended and restated articles authorize our board of directors to take
action to enforce these prohibitions, including requiring redemptions of common
stock and placing a legend regarding restrictions on foreign ownership on the
certificates representing the common stock.
CERTAIN PROVISIONS OF OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION AND
AMENDED AND RESTATED BYLAWS
Our amended and restated articles of incorporation and amended and restated
bylaws include provisions that could have an anti-takeover effect. These
provisions are intended to preserve the continuity and stability of our board of
directors and the policies formulated by our board of directors. These
provisions are also intended to help ensure that the board of directors, if
confronted by an unsolicited proposal from a third party that has acquired a
block of our stock, will have sufficient time to review the proposal, to
consider appropriate alternatives to the proposal and to act in what it believes
to be the best interests of the shareholders.
The following is a summary of the provisions of our amended and restated
articles of incorporation that we consider material, but does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
provisions of our amended and restated articles of incorporation. The board of
directors has no current plans to formulate or effect additional measures that
could have an anti-takeover effect.
Exculpation. Directors and officers shall not be personally liable for
monetary damages (including, without limitation, any judgment, amount paid in
settlement, penalty, punitive damages or expense of any nature (including,
without limitation, attorneys' fees and disbursements)) for any action taken, or
any failure to take any action, unless (1) the director has breached or failed
to perform the duties of his or her office and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness.
Indemnification. To the fullest extent permitted by the Pennsylvania
Business Corporation Law, we will indemnify any person who was, is, or is
threatened to be made, a party to a proceeding by reason of the fact that he or
she (1) is or was our director or officer or (2) while our director or officer,
is or was serving at our request as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise.
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Blank Check Preferred Stock. Our board of directors may authorize the
issuance of up to 25,000,000 shares of preferred stock in one or more classes or
series and may designate the dividend rate, voting rights and other rights,
preferences and restrictions of each such class or series. Our board of
directors has no present intention to issue any preferred stock; however, our
board of directors has the authority, without further shareholder approval, to
issue one or more series of preferred stock that could, depending on the terms
of such series, either impede or facilitate the completion of a merger, tender
offer or other takeover attempt. Although our board of directors is required to
make any determination to issue such stock based on its judgment as to the best
interests of our shareholders, our board of directors could act in a manner that
would discourage an acquisition attempt or other transaction that some, or a
majority, of the shareholders might believe to be in their best interests or in
which shareholders might receive a premium for their stock over the then market
price of such stock. Our board of directors does not intend to seek shareholder
approval prior to any issuance of such stock, unless otherwise required by law.
PENNSYLVANIA CONTROL-SHARE ACQUISITIONS LAW
We are subject to the Pennsylvania Business Corporation Law. Generally,
subchapters 25E, F, G, H, I and J of the Pennsylvania Business Corporation Law
place procedural requirements and establish restrictions upon the acquisition of
voting shares of a corporation which would entitle the acquiring person to cast
or direct the casting of a certain percentage of votes in an election of
directors. Subchapter 25E of the PBCL provides generally that, if we were
involved in a "control transaction," our shareholders would have the right to
demand from a "controlling person or group" payment of the fair value of their
shares. For purposes of subchapter 25E, a "controlling person or group" is a
person or group of persons acting in concert that, through voting shares, has
voting power over at least 20% of the votes which our shareholders would be
entitled to cast in the election of directors. A control transaction arises, in
general, when a person or group acquires the status of a controlling person or
group. In general, Subchapter 25F of the Pennsylvania Business Corporation Law
delays for five years and imposes conditions upon "business combinations"
between an "interested shareholder" and us. The term "business combination" is
defined broadly to include various merger, consolidation, division, exchange or
sale transactions, including transactions utilizing our assets for purchase
price amortization or refinancing purposes. An "interested shareholder," in
general, would be a beneficial owner of at least 20% of our voting shares.
In general, Subchapter 25G of the Pennsylvania Business Corporation Law
suspends the voting rights of the "control shares" of a shareholder that
acquires for the first time 20% or more, 33 1/3% or more or 50% or more of our
shares entitled to be voted in an election of directors. The voting rights of
the control shares generally remain suspended until such time as our
"disinterested" shareholders vote to restore the voting power of the acquiring
shareholder.
Subchapter 25H of the Pennsylvania Business Corporation Law provides
circumstances for our recovery of profits made upon the sale of our common stock
by a "controlling person or group" if the sale occurs within 18 months after the
controlling person or group became such and the common stock was acquired during
such 18 month period or within 24 months prior thereto. In general, for purposes
of Subchapter 25H, a "controlling person or group" is a person or group that (1)
has acquired, (2) offered to acquire or (3) publicly disclosed or caused to be
disclosed an intention to acquire voting power over shares that would entitle
such person or group to cast at least 20% of the votes that our shareholders
would be entitled to cast in the election of directors.
If our disinterested shareholders vote to restore the voting power of a
shareholder who acquires control shares subject to Subchapter 25G, we would then
be subject to subchapters 25I and J of the Pennsylvania Business Corporation
Law. Subchapter 25I generally provides for a minimum severance payment to
certain employees terminated within two years of such approval. Subchapter 25J,
in general, prohibits the abrogation of certain labor contracts prior to their
stated date of expiration.
The foregoing summary describes some of the material terms of certain
subchapters of the Pennsylvania Business Corporation Law. However, you should
refer to the actual statute.
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TRANSFER AGENT AND REGISTRAR
Transfer Agent and Registrar for our common stock is First Union National
Bank.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes certain general terms and provisions of our debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms of the series in a supplement to this
prospectus. We will also indicate in the applicable prospectus supplement
whether the general terms and provisions described in this prospectus apply to a
particular series of debt securities.
Entercom Radio may offer under this prospectus up to $250,000,000 aggregate
principal amount of debt securities, or if debt securities are issued at a
discount, or in a foreign currency or composite currency, such principal amount
as may be sold for an aggregate public offering price of up to $250,000,000.
Unless otherwise specified in a supplement to this prospectus, the debt
securities will be the direct, unsecured obligations of Entercom Radio and will
rank equally with all of its other unsecured and unsubordinated indebtedness.
Any debt securities issued by Entercom Radio will be co-issued by Entercom
Capital, the wholly owned subsidiary of Entercom Radio. Entercom Radio's payment
obligations under any series of debt securities will be guaranteed by Entercom
Communications and may be guaranteed by one or more Co-Registrants.
The debt securities will be issued under an indenture between us and a
trustee, as trustee. We have summarized select portions of the indenture below.
The summary is not complete. The form of the indenture has been filed as an
exhibit to the registration statement and you should read the indenture for
provisions that may be important to you. Capitalized terms used in the summary
have the meaning specified in the indenture.
When we refer to "we," "our" and "us" in this section, we mean Entercom
Radio, LLC and Entercom Capital, Inc., as co-issuers, unless the context
otherwise requires or as otherwise expressly stated.
GENERAL
The terms of each series of debt securities will be established by or
pursuant to a resolution of our Board of Directors and set forth or determined
in the manner provided in an officers' certificate or by a supplemental
indenture. The particular terms of each series of debt securities will be
described in a prospectus supplement relating to such series, including any
pricing supplement.
We may issue an unlimited amount of debt securities under the indenture
that may be in one or more series with the same or various maturities, at par,
at a premium, or at a discount. We will set forth in a prospectus supplement,
including any pricing supplement, relating to any series of debt securities
being offered, the aggregate principal amount and the following terms of the
debt securities:
- the title of the debt securities;
- the price or prices (expressed as a percentage of the principal amount)
at which we will sell the debt securities;
- any limit on the aggregate principal amount of the debt securities;
- the date or dates on which we will pay the principal on the debt
securities;
- the rate or rates (which may be fixed or variable) per annum or the
method used to determine the rate or rates (including any commodity,
commodity index, stock exchange index or financial index) at which the
debt securities will bear interest, the date or dates from which interest
will accrue, the date or dates on which interest will commence and be
payable and any regular record date for the interest payable on any
interest payment date;
- whether the debt securities rank as senior subordinated debt securities
or subordinated debt securities, or any combination thereof;
- the form and terms of any guarantee of any debt securities;
- any depositories, interest rate calculation agents or other agents with
respect to the debt securities;
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- whether, the ratio at which and the terms and conditions upon which, if
any, the debt securities will be convertible into or exchangeable for our
common stock or our other securities or securities of another person;
- the place or places where principal of, premium, if any, and interest, if
any, on the debt securities will be payable or the method of such
payment, if by wire transfer, mail or by other means;
- the terms and conditions upon which we may redeem the debt securities;
- any obligation we have to redeem or purchase the debt securities pursuant
to any sinking fund or analogous provisions or at the option of a holder
of debt securities;
- the dates on which and the price or prices at which we will repurchase
debt securities at the option of the holders of debt securities and other
detailed terms and provisions of these repurchase obligations;
- the dates, if any, on which, and the price or prices at which, the debt
securities will be repurchased at the option of the holders thereof and
other detailed terms and provisions of such repurchase obligations;
- the denominations in which the debt securities will be issued, if other
than denominations of $1,000 and any integral multiple thereof;
- whether the debt securities will be issued in bearer or fully registered
form (and if in fully registered form, whether the debt securities will
be issuable, in whole or in part, as global debt securities);
- the portion of principal amount of the debt securities payable upon
declaration of acceleration of the maturity date, if other than the
principal amount;
- the currency of denomination of the debt securities;
- the designation of the currency, currencies or currency units in which
payment of principal of, premium and interest on the debt securities will
be made;
- if payments of principal of, premium or interest on the debt securities
will be made in one or more currencies or currency units other than that
or those in which the debt securities are denominated, the manner in
which the exchange rate with respect to these payments will be
determined;
- the manner in which the amounts of payment of principal of, or premium or
interest on the debt securities will be determined, if these amounts may
be determined by reference to an index based on a currency or currencies
other than that in which the debt securities are denominated or
designated to be payable or by reference to a commodity, commodity index,
stock exchange index or financial index;
- any provisions relating to any security provided for the debt securities;
- any addition to or change in the events of default described in this
prospectus or in the indenture with respect to the debt securities and
any change in the acceleration provisions described in this prospectus or
in the indenture with respect to the debt securities;
- any addition to, change in or deletion from, the covenants described in
this prospectus or in the indenture with respect to the debt securities;
- any other terms of the debt securities, which may modify, supplement or
delete any provision of the indenture as it applies to that series; and
- any depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to the debt securities.
In addition, the indenture does not limit our ability to issue subordinated
debt securities. Any subordination provisions of a particular series of debt
securities will be set forth in the officer's certificate or supplemental
indenture related to that series of debt securities and will be described in the
relevant prospectus supplement.
8
We may issue debt securities that provide for an amount less than their
stated principal amount to be due and payable upon declaration of acceleration
of their maturity pursuant to the terms of the indenture. We will provide you
with information on the federal income tax considerations and other special
considerations applicable to any of these debt securities in the applicable
prospectus supplement.
If we denominate the purchase price of any of the debt securities in a
foreign currency or currencies or a foreign currency unit or units, or if the
principal of and any premium and interest on any series of debt securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
we will provide you with information on the restrictions, elections, general tax
considerations, specific terms and other information with respect to that issue
of debt securities and such foreign currency or currencies or foreign currency
unit or units in the applicable prospectus supplement.
TRANSFER AND EXCHANGE
Each debt security will be represented by either one or more global
securities registered in the name of The Depository Trust Company, as
depositary, or a nominee (we will refer to any debt security represented by a
global debt security as a "book-entry debt security"), or a certificate issued
in definitive registered form (we will refer to any debt security represented by
a certificated security as a "certificated debt security") as set forth in the
applicable prospectus supplement. Except as set forth under the heading "Global
Debt Securities and Book-Entry System" below, book-entry debt securities will
not be issuable in certificated form.
CERTIFICATED DEBT SECURITIES. You may transfer or exchange certificated
debt securities at any office we maintain for this purpose in accordance with
the terms of the indenture. No service charge will be made for any transfer or
exchange of certificated debt securities, but we may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with a transfer or exchange.
You may effect the transfer of certificated debt securities and the right
to receive the principal of, premium and interest on certificated debt
securities only by surrendering the certificate representing those certificated
debt securities and either reissuance by us or the trustee of the certificate to
the new holder or the issuance by us or the trustee of a new certificate to the
new holder.
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM. Each global debt security
representing book-entry debt securities will be deposited with, or on behalf of,
the depositary, and registered in the name of the depositary or a nominee of the
depositary.
The depositary has indicated it intends to follow the following procedures
with respect to book-entry debt securities.
Ownership of beneficial interests in book-entry debt securities will be
limited to persons that have accounts with the depositary for the related global
debt security, which we refer to as participants, or persons that may hold
interests through participants. Upon the issuance of a global debt security, the
depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the book-entry
debt securities represented by such global debt security beneficially owned by
such participants. The accounts to be credited will be designated by any
dealers, underwriters or agents participating in the distribution of the
book-entry debt securities. Ownership of book-entry debt securities will be
shown on, and the transfer of such ownership interests will be effected only
through, records maintained by the depositary for the related global debt
security (with respect to interests of participants) and on the records of
participants (with respect to interests of persons holding through
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
laws may impair the ability to own, transfer or pledge beneficial interests in
book-entry debt securities.
So long as the depositary for a global debt security, or its nominee, is
the registered owner of that global debt security, the depositary or its
nominee, as the case may be, will be considered the sole owner or holder of the
book-entry debt securities represented by such global debt security for all
purposes under the indenture. Except as described below, beneficial owners of
book-entry debt securities will not be entitled to have securities registered in
their names, will not receive or be entitled to receive physical delivery of a
certificate in
9
definitive form representing securities and will not be considered the owners or
holders of those securities under the indenture. Accordingly, each person
beneficially owning book-entry debt securities must rely on the procedures of
the depositary for the related global debt security and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the indenture.
We understand, however, that under existing industry practice, the
depositary will authorize the persons on whose behalf it holds a global debt
security to exercise certain rights of holders of debt securities, and the
indenture provides that we, the trustee and our respective agents will treat as
the holder of a debt security the persons specified in a written statement of
the depositary with respect to that global debt security for purposes of
obtaining any consents or directions required to be given by holders of the debt
securities pursuant to the indenture.
We will make payments of principal of, and premium and interest on
book-entry debt securities to the depositary or its nominee, as the case may be,
as the registered holder of the related global debt security. We, the trustee
and any other agent of ours or agent of the trustee will not have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a global debt
security or for maintaining, supervising or reviewing any records relating to
beneficial ownership interests.
We expect that the depositary, upon receipt of any payment of principal of,
premium or interest on a global debt security, will immediately credit
participants' accounts with payments in amounts proportionate to the respective
amounts of book-entry debt securities held by each participant as shown on the
records of such depositary. We also expect that payments by participants to
owners of beneficial interests in book-entry debt securities held through those
participants will be governed by standing customer instructions and customary
practices, as is now the case with the securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of those participants.
We will issue certificated debt securities in exchange for each global debt
security if the depositary is at any time unwilling or unable to continue as
depositary or ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or Exchange Act, and a successor depositary
registered as a clearing agency under the Exchange Act is not appointed by us
within 90 days. In addition, we may at any time and in our sole discretion
determine not to have the book-entry debt securities of any series represented
by one or more global debt securities and, in that event, will issue
certificated debt securities in exchange for the global debt securities of that
series. Global debt securities will also be exchangeable by the holders for
certificated debt securities if an event of default with respect to the
book-entry debt securities represented by those global debt securities has
occurred and is continuing. Any certificated debt securities issued in exchange
for a global debt security will be registered in such name or names as the
depositary shall instruct the trustee. We expect that such instructions will be
based upon directions received by the depositary from participants with respect
to ownership of book-entry debt securities relating to such global debt
security.
We have obtained the foregoing information concerning the depositary and
the depositary's book-entry system from sources we believe to be reliable, but
we take no responsibility for the accuracy of this information.
CHANGE OF CONTROL
Unless we state otherwise in the applicable prospectus supplement, the debt
securities will not contain any provisions which may afford holders of the debt
securities protection in the event we undergo a change in control or in the
event of a highly leveraged transaction (whether or not such transaction results
in a change in control) which could adversely affect holders of debt securities.
COVENANTS
We will set forth in the applicable prospectus supplement any restrictive
covenants applicable to any issue of debt securities.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge with or into, or convey, transfer or
lease all or substantially all of our properties and assets to, any person,
which we refer to as a successor person, unless:
- we are the surviving corporation or the successor person (if other than
Entercom Radio or Entercom Capital, as applicable) is a corporation
organized and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes our obligations on the debt securities
and under the indenture;
- immediately after giving effect to the transaction, no event of default,
and no event which, after notice or lapse of time, or both, would become
an event of default, shall have occurred and be continuing under the
indenture; and
- certain other conditions that may be set forth in the applicable
prospectus supplement are met.
EVENTS OF DEFAULT
Unless otherwise stated in the applicable prospectus supplement, event of
default means, with respect to any series of debt securities, any of the
following:
- default in the payment of any interest upon any debt security of that
series when it becomes due and payable, and continuance of that default
for a period of 30 days (unless the entire amount of the payment is
deposited by us with the trustee or with a paying agent prior to the
expiration of the 30-day period);
- default in the payment of principal of or premium on any debt security of
that series when due and payable at maturity, upon redemption or
otherwise;
- default in the deposit of any sinking fund payment, when and as due in
respect of any debt security of that series;
- default in the performance or breach of any other covenant or warranty by
us in the indenture (other than a covenant or warranty that has been
included in the indenture solely for the benefit of a series of debt
securities other than that series), which default continues uncured for a
period of 60 days after we receive written notice from the trustee or we
and the trustee receive written notice from the holders of not less than
a majority in principal amount of the outstanding debt securities of that
series as provided in the indenture;
- certain events of bankruptcy, insolvency or reorganization; and
- any other event of default provided with respect to debt securities of
that series that is described in the applicable prospectus supplement
accompanying this prospectus.
No event of default with respect to a particular series of debt securities
(except as to certain events of bankruptcy, insolvency or reorganization)
necessarily constitutes an event of default with respect to any other series of
debt securities. The occurrence of an event of default may constitute an event
of default under our bank credit agreements in existence from time to time. In
addition, the occurrence of certain events of default or an acceleration under
the indenture may constitute an event of default under certain of our other
indebtedness outstanding from time to time.
If an event of default with respect to debt securities of any series at the
time outstanding occurs and is continuing, then the trustee or the holders of
not less than a majority in principal amount of the outstanding debt securities
of that series may, by a notice in writing to us (and to the trustee if given by
the holders), declare to be due and payable immediately the principal (or, if
the debt securities of that series are discount securities, that portion of the
principal amount as may be specified in the terms of that series) of and accrued
and unpaid interest, if any, on all debt securities of that series. In the case
of an event of default resulting from certain events of bankruptcy, insolvency
or reorganization, the principal (or such specified amount) of and accrued and
unpaid interest, if any, on all outstanding debt securities will become and be
immediately due and payable without any declaration or other act on the part of
the trustee or any holder of outstanding debt
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securities. At any time after a declaration of acceleration with respect to debt
securities of any series has been made, but before a judgment or decree for
payment of the money due has been obtained by the trustee, the holders of a
majority in principal amount of the outstanding debt securities of that series
may rescind and annul the acceleration if all events of default, other than the
non-payment of accelerated principal and interest, if any, with respect to debt
securities of that series, have been cured or waived as provided in the
indenture. We refer you to the prospectus supplement relating to any series of
debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of such discount
securities upon the occurrence of an event of default.
The indenture provides that the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of outstanding debt securities, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to certain
rights of the trustee, the holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee with
respect to the debt securities of that series.
Unless stated otherwise in the applicable prospectus supplement, no holder
of any debt security of any series will have any right to institute any
proceeding, judicial or otherwise, with respect to the indenture or for the
appointment of a receiver or trustee, or for any remedy under the indenture,
unless:
- that holder has previously given to the trustee written notice of a
continuing event of default with respect to debt securities of that
series; and
- the holders of at least a majority in principal amount of the outstanding
debt securities of that series have made written request, and offered
reasonable indemnity, to the trustee to institute the proceeding as
trustee, and the trustee has not received from the holders of a majority
in principal amount of the outstanding debt securities of that series a
direction inconsistent with that request and has failed to institute the
proceeding within 60 days.
Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of, premium
and any interest on that debt security on or after the due dates expressed in
that debt security and to institute suit for the enforcement of payment.
The indenture requires us, within 120 days after the end of our fiscal
year, to furnish to the trustee a statement as to compliance with the indenture.
The indenture provides that the trustee may withhold notice to the holders of
debt securities of any series of any default or event of default (except in
payment on any debt securities of that series) with respect to debt securities
of that series if it in good faith determines that withholding notice is in the
interest of the holders of those debt securities.
MODIFICATION AND WAIVER
We may modify and amend the indenture with the consent of the holders of at
least a majority in principal amount of the outstanding debt securities of each
series affected by the modifications or amendments. We may not make any
modification or amendment without the consent of the holders of each affected
debt security then outstanding if that amendment will:
- reduce the amount of debt securities whose holders must consent to an
amendment or waiver;
- reduce the rate of or extend the time for payment of interest (including
default interest) on any debt security;
- reduce the principal of or premium on or change the fixed maturity of any
debt security or reduce the amount of, or postpone the date fixed for,
the payment of any sinking fund or analogous obligation with respect to
any series of debt securities;
- reduce the principal amount of discount securities payable upon
acceleration of maturity;
- waive a default in the payment of the principal of, premium or interest
on any debt security (except a rescission of acceleration of the debt
securities of any series by the holders of at least a majority in
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aggregate principal amount of the then outstanding debt securities of
that series and a waiver of the payment default that resulted from such
acceleration);
- make the principal of or premium or interest on any debt security payable
in currency other than that stated in the debt security;
- make any change to certain provisions of the indenture relating to, among
other things, the right of holders of debt securities to receive payment
of the principal of, premium and interest on those debt securities and to
institute suit for the enforcement of any such payment and to waivers or
amendments; or
- waive a redemption payment with respect to any debt security.
Except for certain specified provisions, the holders of at least a majority
in principal amount of the outstanding debt securities of any series may on
behalf of the holders of all debt securities of that series waive our compliance
with provisions of the indenture. The holders of a majority in principal amount
of the outstanding debt securities of any series may on behalf of the holders of
all the debt securities of such series waive any past default under the
indenture with respect to that series and its consequences, except a default in
the payment of the principal of, premium or any interest on any debt security of
that series or in respect of a covenant or provision which cannot be modified or
amended without the consent of the holder of each outstanding debt security of
the series affected; provided, however, that the holders of a majority in
principal amount of the outstanding debt securities of any series may rescind an
acceleration and its consequences, including any related payment default that
resulted from the acceleration.
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES
LEGAL DEFEASANCE. The indenture provides that, unless otherwise provided
by the terms of the applicable series of debt securities, we may be discharged
from any and all obligations in respect of the debt securities of any series
(except for certain obligations to register the transfer or exchange of debt
securities of such series, to replace stolen, lost or mutilated debt securities
of such series, and to maintain paying agencies and certain provisions relating
to the treatment of funds held by paying agents). We will be so discharged upon
the deposit with the trustee, in trust, of money and/or U.S. government
obligations or, in the case of debt securities denominated in a single currency
other than U.S. dollars, foreign government obligations, that, through the
payment of interest and principal in accordance with their terms, will provide
money in an amount sufficient in the opinion of a nationally recognized firm of
independent public accountants to pay and discharge each installment of
principal, premium and interest on and any mandatory sinking fund payments in
respect of the debt securities of that series on the stated maturity of those
payments in accordance with the terms of the indenture and those debt
securities.
This discharge may occur only if, among other things, we have delivered to
the trustee an opinion of counsel stating that we have received from, or there
has been published by, the United States Internal Revenue Service a ruling or,
since the date of execution of the indenture, there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the holders of the debt
securities of that series will not recognize income, gain or loss for United
States federal income tax purposes as a result of the deposit, defeasance and
discharge and will be subject to United States federal income tax on the same
amounts and in the same manner and at the same times as would have been the case
if the deposit, defeasance and discharge had not occurred.
DEFEASANCE OF CERTAIN COVENANTS. The indenture provides that, unless
otherwise provided by the terms of the applicable series of debt securities,
upon compliance with certain conditions:
- we may omit to comply with the covenant described under the heading
"Consolidation, Merger and Sale of Assets" and certain other covenants
set forth in the indenture, as well as any additional covenants which may
be set forth in the applicable prospectus supplement; and
- any omission to comply with those covenants will not constitute a default
or an event of default with respect to the debt securities of that
series, or covenant defeasance.
13
The conditions include:
- depositing with the trustee money and/or U.S. government obligations or,
in the case of debt securities denominated in a single currency other
than U.S. dollars, foreign government obligations, that, through the
payment of interest and principal in accordance with their terms, will
provide money in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants to pay and discharge
each installment of principal of, premium and interest on and any
mandatory sinking fund payments in respect of the debt securities of that
series on the stated maturity of those payments in accordance with the
terms of the indenture and those debt securities; and
- delivering to the trustee an opinion of counsel to the effect that the
holders of the debt securities of that series will not recognize income,
gain or loss for United States federal income tax purposes as a result of
the deposit and related covenant defeasance and will be subject to United
States federal income tax on the same amounts and in the same manner and
at the same times as would have been the case if the deposit and related
covenant defeasance had not occurred.
COVENANT DEFEASANCE AND EVENTS OF DEFAULT. In the event we exercise our
option to effect covenant defeasance with respect to any series of debt
securities and the debt securities of that series are declared due and payable
because of the occurrence of any event of default, the amount of money and/or
U.S. government obligations or foreign government obligations on deposit with
the trustee will be sufficient to pay amounts due on the debt securities of that
series at the time of their stated maturity but may not be sufficient to pay
amounts due on the debt securities of that series at the time of the
acceleration resulting from the event of default. However, we shall remain
liable for those payments.
GUARANTEES
Our payment obligations under any series of debt securities will be
guaranteed by Entercom Communications, and may be guaranteed by one or more of
the Co-Registrants. The terms of any such guarantee will be set forth in the
applicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell the securities to one or more underwriters for public offering
and sale by them and may also sell the securities to investors directly or
through agents. We will name any underwriter or agent involved in the offer and
sale of securities in the applicable prospectus supplement. We have reserved the
right to sell or exchange securities directly to investors on our own behalf in
those jurisdictions where we are authorized to do so.
We may distribute the securities from time to time in one or more
transactions:
- at a fixed price or prices, which may be changed;
- at market prices prevailing at the time of sale;
- at prices related to such prevailing market prices; or
- at negotiated prices.
We may also, from time to time, authorize dealers, acting as our agents, to
offer and sell securities upon the terms and conditions set forth in the
applicable prospectus supplement. In connection with the sale of securities, we,
or the purchasers of securities for whom the underwriters may act as agents, may
compensate underwriters in the form of underwriting discounts or commissions.
Underwriters may sell the securities to or through dealers, and those dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agent. Unless otherwise indicated in a prospectus supplement, an agent
will be acting on a best efforts basis and a dealer will purchase securities as
a principal, and may then resell the securities at varying prices to be
determined by the dealer.
14
We will describe in the applicable prospectus supplement any compensation
we pay to underwriters or agents in connection with the offering of securities,
and any discounts, concessions or commissions allowed by underwriters to
participating dealers. Dealers and agents participating in the distribution of
securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the securities may
be deemed to be underwriting discounts and commissions. We may enter into
agreements to indemnify underwriters, dealers and agents against certain civil
liabilities, including liabilities under the Securities Act, and to reimburse
these persons for certain expenses.
To facilitate the offering of securities, certain persons participating in
the offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involve the sale by persons participating in the
offering of more securities than we sold to them. In these circumstances, these
persons would cover such over-allotments or short positions by making purchases
in the open market or by exercising their over-allotment option, if any. In
addition, these persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by imposing penalty
bids, whereby selling concessions allowed to dealers participating in the
offering may be reclaimed if securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities at a level above
that which might otherwise prevail in the open market. These transactions may be
discontinued at any time.
Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for us in the ordinary course
of our business.
LEGAL MATTERS
John C. Donlevie, Esq., Executive Vice President, Secretary and General
Counsel of Entercom, and Executive Vice President, Secretary and General Counsel
of Entercom Radio, will issue an opinion with respect to certain legal matters
with respect to the validity of the shares of Entercom's Class A common stock
and preferred stock. Latham & Watkins, Washington, D.C. will issue an opinion
with respect to certain legal matters with respect to Entercom Radio's debt
securities. Any underwriters will be advised about the other issues relating to
any offering by their own legal counsel. Mr. Donlevie is a full time employee of
Entercom and owns beneficial interests in less than one percent of our Class A
common stock.
EXPERTS
The consolidated financial statements and schedule as of December 31, 2001
and for the year then ended incorporated by reference in this prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report. Reference is made to said report,
which includes an explanatory paragraph with respect to a change in accounting
for derivative instruments and hedging activities pursuant to the provisions of
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Hedging Activities."
The consolidated financial statements and related consolidated financial
statement schedule as of December 31, 2000, and for each of the two years in the
period ended December 31, 2000 incorporated in this Prospectus by reference from
Entercom Communications Corp.'s Annual Report on Form 10-K for the year ended
December 31, 2001 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which, is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
15
$250,000,000
ENTERCOM COMMUNICATIONS CORP.
Class A Common Stock and Preferred Stock
------------------------------------
$250,000,000
ENTERCOM RADIO, LLC
ENTERCOM CAPITAL, INC.
Debt Securities
------------------------------------
PROSPECTUS
FEBRUARY , 2002
------------------------------------
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 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.
II-1
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.
1.2* Form of Placement Agreement.
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 Certificate of Formation of Entercom Radio, LLC.
3.4 Restated Limited Liability Company Agreement of Entercom
Radio, LLC.
3.5 Amended 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 Indenture.
5.1 Opinion of John C. Donlevie, Esq.
5.2 Opinion of Latham & Watkins.
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>
II-2
- ---------------
* To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).
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.
(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
II-3
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.
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.
ENTERCOM COMMUNICATIONS CORP.
By: /s/ JOSEPH M. FIELD
------------------------------------
Joseph M. Field
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field and David J.
Field, or any of them, with full power of substitution and full power to act
without the other, his or her true and lawful attorney-in-fact and agent to act
for him or her in his or her name, place and stead, in any and all capacities,
to sign a registration statement on Form S-3 and any or all amendments thereto
(including without limitation any post-effective amendments thereto), and any
registration statement for the same offering that is to be effective under Rule
462(b) of the Securities Act, and to file each of the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as they, he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
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 11, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOSEPH M. FIELD Chairman of the Board and Chief Executive Officer
- ------------------------------------------------ (Principal Executive Officer)
Joseph M. Field
/s/ DAVID J. 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
/s/ STEPHEN F. FISHER Executive Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and Accounting
Stephen F. Fisher Officer)
/s/ MARIE H. FIELD Director
- ------------------------------------------------
Marie H. Field
/s/ HERBERT KEAN Director
- ------------------------------------------------
Herbert Kean, M.D.
/s/ LEE HAGUE Director
- ------------------------------------------------
Lee Hague
</Table>
II-5
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ THOMAS H. GINLEY, JR., M.D. Director
- ------------------------------------------------
Thomas H. Ginley, Jr., M.D.
/s/ S. GORDON ELKINS Director
- ------------------------------------------------
S. Gordon Elkins
/s/ MICHAEL R. HANNON Director
- ------------------------------------------------
Michael R. Hannon
/s/ DAVID J. BERKMAN Director
- ------------------------------------------------
David J. Berkman
</Table>
II-6
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.
ENTERCOM RADIO, LLC
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President, Secretary,
General Counsel and a Manager
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
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 11, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOSEPH M. FIELD Chief Executive Officer (Principal Executive
- ------------------------------------------------ Officer) and member of the Board of Managers
Joseph M. Field
/s/ DAVID J. 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
/s/ STEPHEN F. FISHER Executive Vice President, Chief Financial Officer
- ------------------------------------------------ (Principal Financial and Accounting Officer)
Stephen F. Fisher and member of the Board of Managers
</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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.
ENTERCOM DELAWARE HOLDING CORPORATION
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
President, Secretary, General
Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
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 11, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOHN C. DONLEVIE President (Principal Executive Officer),
- ------------------------------------------------ Secretary, General Counsel and Director
John C. Donlevie
/s/ STEPHEN F. FISHER Vice President and Treasurer
- ------------------------------------------------ (Principal Financial and Accounting Officer)
Stephen F. Fisher
/s/ BARRY CROZIER Director
- ------------------------------------------------
Barry Crozier
</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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.
ENTERCOM BOSTON I TRUST
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
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 11, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOSEPH M. FIELD Chief Executive Officer (Principal
- ------------------------------------------------ Executive Officer) and Sole Trustee
Joseph M. Field
/s/ DAVID J. FIELD President and Chief Operating Officer
- ------------------------------------------------
David J. Field
/s/ JOHN C. DONLEVIE Executive Vice President, Secretary and General
- ------------------------------------------------ Counsel
John C. Donlevie
/s/ STEPHEN F. FISHER Executive Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and Accounting
Stephen F. Fisher Officer)
</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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.
ENTERCOM NEW YORK, INC.
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
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 11, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOSEPH M. FIELD Chairman of the Board and Chief Executive Officer
- ------------------------------------------------ (Principal Executive Officer)
Joseph M. Field
/s/ DAVID J. 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
/s/ STEPHEN F. FISHER Executive Vice President and Chief Financial
- ------------------------------------------------ Officer
Stephen F. Fisher (Principal Financial and Accounting Officer)
</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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.
ENTERCOM CAPITAL, INC.
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
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 11, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOSEPH M. FIELD Chairman of the Board and Chief Executive Officer
- ------------------------------------------------ (Principal Executive Officer)
Joseph M. Field
/s/ DAVID J. 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
/s/ STEPHEN F. FISHER Executive Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and Accounting
Stephen F. Fisher Officer)
</Table>
II-11
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 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-12
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
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 11, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOSEPH M. FIELD 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
/s/ DAVID J. FIELD 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
/s/ STEPHEN F. FISHER 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
</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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.
ENTERCOM BOSTON, LLC
ENTERCOM BOSTON LICENSE, LLC
By: /s/ JOHN C. DONLEVIE
------------------------------------
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
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 11, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ JOSEPH M. FIELD 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
/s/ DAVID J. FIELD President and Chief Operating Officer
- ------------------------------------------------
David J. Field
/s/ JOHN C. DONLEVIE Executive Vice President, Secretary and General
- ------------------------------------------------ Counsel
John C. Donlevie
/s/ STEPHEN F. FISHER Executive Vice President and Chief Financial
- ------------------------------------------------ Officer (Principal Financial and Accounting
Stephen F. Fisher Officer)
</Table>
II-14
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 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
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
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 11, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
Chief Executive Officer (Principal Executive
Officer)
/s/ JOSEPH M. FIELD and as Chairman of the Board of
- ------------------------------------------------ Entercom New York, Inc., the sole member of each
Joseph M. Field registrant listed above
President, Chief Operating Officer and as Director
/s/ DAVID J. FIELD of
- ------------------------------------------------ Entercom New York, Inc., the sole member of each
David J. Field registrant listed above
Executive Vice President, Secretary, General
/s/ JOHN C. DONLEVIE Counsel and as Director of Entercom New York,
- ------------------------------------------------ Inc., the sole member of each registrant listed
John C. Donlevie above
Executive Vice President, Chief Financial Officer
/s/ JOHN C. DONLEVIE (Principal Financial and Accounting Officer) and
- ------------------------------------------------ as Director of Entercom New York, Inc., the sole
John C. Donlevie member of each registrant listed above
</Table>
II-15