S-3/A

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 2002


                                                   REGISTRATION NO. 333-82542-01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                AMENDMENT NO. 2

                                       TO

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                                                                
  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)



                                                                               
    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



                             ---------------------
  (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:

                                                 
              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



                             ---------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after the effective date of this Registration Statement, as determined
by the Registrant.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                             ---------------------
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                            TABLE OF CO-REGISTRANTS



                                                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




                                EXPLANATORY NOTE



     This Amendment No. 2 to the Form S-3 Registration Statement (File No.
333-82542) of Entercom Communications Corp., Entercom Radio, LLC and Entercom
Capital, Inc. and the other co-registrants listed herein is being filed solely
to include Exhibits to the Registration Statement. Accordingly, Part I, the form
of prospectus and any supplements thereto, have been omitted from this filing.


                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The expenses to be paid by us in connection with the distribution of the
securities being registered are as set forth in the following table. All amounts
shown are estimates except for the Securities and Exchange Commission
registration fee:


                                                            
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
                                                               ==========




ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Entercom Communication's Amended and Restated Articles of Incorporation
provide that Entercom Communication's directors shall not be personally liable
to Entercom Communications and its shareholders for monetary damages for any
action taken, or any failure to take any action, unless: (i) the director has
breached or failed to perform the duties of his or her office under applicable
provisions of Pennsylvania law, and (ii) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. This provision
does not eliminate the duty of care, and, in appropriate circumstances,
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under Pennsylvania law. The provision does not affect a
director's responsibilities under any other law, such as federal securities
laws, criminal laws or state or federal environmental laws. Entercom
Communication's Amended and Restated Bylaws provide that Entercom Communications
shall indemnify its officers and directors to the fullest extent permitted by
Pennsylvania law, including some instances in which indemnification is otherwise
discretionary under Pennsylvania law.

     In general, any officer or director of Entercom Communications shall be
indemnified by Entercom Communications against expenses including attorneys'
fees, judgments, fines and settlements actually and reasonably incurred by that
person in connection with a legal proceeding as a result of such relationship,
whether or not the indemnified liability arises from an action by or in the
right of Entercom Communications, if the officer or director acted in good faith
and in the manner believed to be in, or not opposed to, Entercom Communication's
best interest, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. Such indemnity is limited
to the extent that (i) such person is not otherwise indemnified and (ii) such
indemnifications are not prohibited by Pennsylvania law or any other applicable
law.

     Any indemnification under the previous paragraph (unless ordered by a
court) shall be made by Entercom Communications only as authorized in the
specific case upon the determination that indemnification of the director or
officer is proper in the circumstances because that person has met the
applicable

                                       II-1


standard of conduct set forth above. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum of disinterested directors who
are not parties to such action or (ii) if such quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion. To the extent that a director or officer of
Entercom Communications shall be successful in prosecuting an indemnity claim,
the reasonable expenses of any such person and the fees and expenses of any
special legal counsel engaged to determine the possibility of indemnification
shall be borne by Entercom Communications.

     Expenses incurred by a director or officer of Entercom Communications in
defending a civil or criminal action, suit or proceeding shall be paid by
Entercom Communications in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that person is
not entitled to be indemnified by Entercom Communications under the Bylaws or
applicable provisions of Pennsylvania law.

     The indemnification and advancement of expenses provided by, or granted
pursuant to Article VIII of the Bylaws is not deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled, both as to action in that person's official capacity and as to action
in another capacity while holding such office.

     To satisfy its indemnification obligations, Entercom Communications may
maintain insurance, obtain a letter of credit, act as self-insurer, create a
reserve, trust, escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security interest in any assets or
properties of Entercom Communications, or use any other mechanism or arrangement
whatsoever in such amounts, costs, terms and conditions as the Board of
Directors shall deem appropriate. The obligations of Entercom Communications to
indemnify a director or officer under Article VIII of the Bylaws is a contract
between Entercom Communications and such director or officer and no modification
or repeal of the Bylaws shall detrimentally affect such officer or director with
regard to that person's acts or omissions prior to such amendment or repeal.

     Entercom Communications maintains insurance for its directors and officers
for certain losses arising from claims or charges made against them in their
capacities as directors and officers of Entercom.

     The charter documents or operating agreements of Entercom Radio, Entercom
Capital and the other Co-Registrants contain provisions similar to those
detailed above.

ITEM 16.  EXHIBITS




EXHIBIT NO.                     DESCRIPTION OF EXHIBITS
- -----------                     -----------------------
           
   1.1        Form of Underwriting Agreement (Class A Common Stock).
   1.2        Form of Underwriting Agreement (   % Senior Subordinated
              Notes due 2014).
   3.1        Amended and Restated Certificate of Incorporation
              (incorporated by reference to Exhibit 3.01 of the Company's
              Registration Statement on Form S-1, File No. 333-61381).
   3.2        Amended and Restated Bylaws (incorporated by reference to
              Exhibit 3.02 of the Company's Registration Statement on Form
              S-1, File No. 333-61381).
   3.3**      Amended Certificate of Formation of Entercom Radio, LLC.
   3.4**      Restated Limited Liability Company Agreement of Entercom
              Radio, LLC.
   3.5**      Certificate of Incorporation of Entercom Capital, Inc.
   3.6**      Bylaws of Entercom Capital, Inc.
   4.1**      Form of Class A Common Stock Certificate.
   4.2*       Form of Preferred Stock Certificate.
   4.3*       Form of Debt Security.
   4.4        Form of Base Indenture.
   4.5        Form of Supplemental Indenture.
   4.6        Form of    % Senior Subordinated Note due 2014 (included in
              Exhibit 4.5).



                                       II-2





EXHIBIT NO.                     DESCRIPTION OF EXHIBITS
- -----------                     -----------------------
           
   5.1**      Opinion of John C. Donlevie, Esq.
   5.2**      Opinion of Latham & Watkins.
   8.1        Opinion of Latham & Watkins regarding federal income tax
              considerations.
  12.1**      Statement regarding Computation of Ratios.
  23.1**      Consent of Arthur Andersen LLP, independent public
              accountants.
  23.2**      Consent of Deloitte & Touche LLP, independent auditors.
  23.3**      Consent of John C. Donlevie, Esq. (included in Exhibit 5.1).
  23.4**      Consent of Latham & Watkins (included in Exhibit 5.2).
  24.1**      Powers of Attorney (included on the signature page hereto).
  25.1        Statement of Eligibility of Trustee on Form T-1.



- ---------------

 * To be filed by amendment or by a report on Form 8-K pursuant to Regulation
   S-K, Item 601(b).


**Previously filed.


ITEM 17.  UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise,

     (a) We hereby undertake:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement;

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

provided, however, that information required to be included in a post-effective
amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

                                       II-3


     (b) We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions described in this registration statement
above, or otherwise, we have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of us in
the successful defense of any action, suit or proceeding) is asserted against us
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

     (d) We hereby undertake to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.

     (e) We hereby undertake that:

          (1) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of
     this registration statement in reliance upon Rule 430A and contained in a
     form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

                                       II-4


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.


                                          ENTERCOM COMMUNICATIONS CORP.

                                          By: /s/ JOSEPH M. FIELD
                                            ------------------------------------
                                            Joseph M. Field
                                            Chairman and Chief Executive Officer


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.




                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                

              /s/ JOSEPH M. FIELD                  Chairman of the Board and Chief Executive Officer
- ------------------------------------------------             (Principal Executive Officer)
                Joseph M. Field

                       *                            President, Chief Operating Officer and Director
- ------------------------------------------------
                 David J. Field

                       *                                  Executive Vice President, Secretary,
- ------------------------------------------------              General Counsel and Director
                John C. Donlevie

                       *                              Executive Vice President and Chief Financial
- ------------------------------------------------      Officer (Principal Financial and Accounting
               Stephen F. Fisher                                        Officer)

                       *                                                Director
- ------------------------------------------------
                 Marie H. Field

                       *                                                Director
- ------------------------------------------------
               Herbert Kean, M.D.

                       *                                                Director
- ------------------------------------------------
                   Lee Hague

                       *                                                Director
- ------------------------------------------------
          Thomas H. Ginley, Jr., M.D.

                       *                                                Director
- ------------------------------------------------
                S. Gordon Elkins

                       *                                                Director
- ------------------------------------------------
               Michael R. Hannon

                       *                                                Director
- ------------------------------------------------
                David J. Berkman




            By: /s/ JOSEPH M. FIELD
    -------------------------------------------
                Joseph M. Field
                Attorney-in-fact


                                       II-5


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.


                                          ENTERCOM RADIO, LLC

                                          By: /s/ JOHN C. DONLEVIE
                                            ------------------------------------
                                            John C. Donlevie
                                            Executive Vice President, Secretary,
                                              General Counsel and a Manager


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.




                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                

                       *                              Chief Executive Officer (Principal Executive
- ------------------------------------------------      Officer) and member of the Board of Managers
                Joseph M. Field

                       *                            President, Chief Operating Officer and member of
- ------------------------------------------------                 the Board of Managers
                 David J. Field

              /s/ JOHN C. DONLEVIE                    Executive Vice President, Secretary, General
- ------------------------------------------------      Counsel and member of the Board of Managers
                John C. Donlevie

                       *                           Executive Vice President, Chief Financial Officer
- ------------------------------------------------      (Principal Financial and Accounting Officer)
               Stephen F. Fisher                          and member of the Board of Managers





           * By: /s/ JOHN C. DONLEVIE
  -------------------------------------------
                John C. Donlevie
                Attorney-in-fact


                                       II-6


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.


                                          ENTERCOM DELAWARE HOLDING CORPORATION

                                          By: /s/ JOHN C. DONLEVIE
                                            ------------------------------------
                                            John C. Donlevie
                                            President, Secretary, General
                                              Counsel


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.




                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                

              /s/ JOHN C. DONLEVIE                      President (Principal Executive Officer),
- ------------------------------------------------        Secretary, General Counsel and Director
                John C. Donlevie

                       *                                      Vice President and Treasurer
- ------------------------------------------------      (Principal Financial and Accounting Officer)
               Stephen F. Fisher

                       *                                                Director
- ------------------------------------------------
                 Barry Crozier

           *By: /s/ JOHN C. DONLEVIE
   ------------------------------------------
                John C. Donlevie
                Attorney-in-fact


                                       II-7


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.


                                          ENTERCOM BOSTON I TRUST

                                          By: /s/ JOHN C. DONLEVIE
                                            ------------------------------------
                                            John C. Donlevie
                                              Executive Vice President,
                                              Secretary and General Counsel


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.




                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                

                       *                                   Chief Executive Officer (Principal
- ------------------------------------------------          Executive Officer) and Sole Trustee
                Joseph M. Field

                       *                                 President and Chief Operating Officer
- ------------------------------------------------
                 David J. Field

              /s/ JOHN C. DONLEVIE                  Executive Vice President, Secretary and General
- ------------------------------------------------                        Counsel
                John C. Donlevie

                       *                              Executive Vice President and Chief Financial
- ------------------------------------------------      Officer (Principal Financial and Accounting
               Stephen F. Fisher                                        Officer)

           * By: /s/ JOHN C. DONLEVIE
   -----------------------------------------
                John C. Donlevie
                Attorney-in-fact


                                       II-8


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.


                                          ENTERCOM NEW YORK, INC.

                                          By: /s/ JOHN C. DONLEVIE
                                            ------------------------------------
                                            John C. Donlevie
                                              Executive Vice President,
                                              Secretary and General Counsel


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.




                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                
                       *                           Chairman of the Board and Chief Executive Officer
- ------------------------------------------------             (Principal Executive Officer)
                Joseph M. Field

                       *                            President, Chief Operating Officer and Director
- ------------------------------------------------
                 David J. Field

              /s/ JOHN C. DONLEVIE                        Executive Vice President, Secretary,
- ------------------------------------------------              General Counsel and Director
                John C. Donlevie

                       *                              Executive Vice President and Chief Financial
- ------------------------------------------------                        Officer
               Stephen F. Fisher                      (Principal Financial and Accounting Officer)

           *By: /s/ JOHN C. DONLEVIE
   -----------------------------------------
                John C. Donlevie
                Attorney-in-fact


                                       II-9


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.


                                          ENTERCOM CAPITAL, INC.

                                          By: /s/ JOHN C. DONLEVIE
                                            ------------------------------------
                                            John C. Donlevie
                                              Executive Vice President,
                                              Secretary and General Counsel


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.




                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                

                       *                           Chairman of the Board and Chief Executive Officer
- ------------------------------------------------             (Principal Executive Officer)
                Joseph M. Field

                       *                            President, Chief Operating Officer and Director
- ------------------------------------------------
                 David J. Field

              /s/ JOHN C. DONLEVIE                        Executive Vice President, Secretary,
- ------------------------------------------------              General Counsel and Director
                John C. Donlevie

                       *                              Executive Vice President and Chief Financial
- ------------------------------------------------      Officer (Principal Financial and Accounting
               Stephen F. Fisher                                        Officer)

           *By: /s/ JOHN C. DONLEVIE
   -----------------------------------------
                John C. Donlevie
                Attorney-in-fact


                                      II-10


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.


                                          ENTERCOM DENVER, LLC
                                          ENTERCOM DENVER LICENSE, LLC
                                          DELAWARE EQUIPMENT HOLDINGS, LLC
                                          ENTERCOM GAINESVILLE, LLC
                                          ENTERCOM GAINESVILLE LICENSE, LLC
                                          ENTERCOM GREENSBORO, LLC
                                          ENTERCOM GREENSBORO LICENSE, LLC
                                          ENTERCOM GREENVILLE, LLC
                                          ENTERCOM GREENVILLE LICENSE, LLC
                                          ENTERCOM INTERNET HOLDING, LLC
                                          ENTERCOM KANSAS CITY, LLC
                                          ENTERCOM KANSAS CITY LICENSE, LLC
                                          ENTERCOM LONGVIEW, LLC
                                          ENTERCOM LONGVIEW LICENSE, LLC
                                          ENTERCOM MADISON, LLC
                                          ENTERCOM MADISON LICENSE, LLC
                                          ENTERCOM MEMPHIS, LLC
                                          ENTERCOM MEMPHIS LICENSE, LLC
                                          ENTERCOM MILWAUKEE, LLC
                                          ENTERCOM MILWAUKEE LICENSE, LLC
                                          ENTERCOM NEW ORLEANS, LLC
                                          ENTERCOM NEW ORLEANS LICENSE, LLC
                                          ENTERCOM NORFOLK, LLC
                                          ENTERCOM NORFOLK LICENSE, LLC
                                          ENTERCOM PORTLAND, LLC
                                          ENTERCOM PORTLAND LICENSE, LLC
                                          ENTERCOM SACRAMENTO, LLC
                                          ENTERCOM SACRAMENTO LICENSE, LLC
                                          ENTERCOM SEATTLE, LLC
                                          ENTERCOM SEATTLE LICENSE, LLC
                                          ENTERCOM WICHITA, LLC
                                          ENTERCOM WICHITA LICENSE, LLC
                                          ENTERCOM WILKES-BARRE SCRANTON, LLC

                                          BY:      /s/ JOHN C. DONLEVIE
                                             -----------------------------------
                                             JOHN C. DONLEVIE
                                              Executive Vice President,
                                              Secretary and General Counsel

                                      II-11



     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.




                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                

                       *                              Chief Executive Officer (Principal Executive
- ------------------------------------------------                      Officer) and
                Joseph M. Field                           a member of the Board of Managers of
                                                      Entercom Radio, LLC, the sole member of each
                                                                registrant listed above

                       *                                   President, Chief Operation Officer
- ------------------------------------------------      and as a member of the Board of Managers of
                 David J. Field                       Entercom Radio, LLC, the sole member of each
                                                                registrant listed above

              /s/ JOHN C. DONLEVIE                    Executive Vice President, Secretary, General
- ------------------------------------------------                        Counsel
                John C. Donlevie                      and as a member of the Board of Managers of
                                                      Entercom Radio, LLC, the sole member of each
                                                                registrant listed above

                       *                           Executive Vice President, Chief Financial Officer
- ------------------------------------------------      (Principal Financial and Accounting Officer)
               Stephen F. Fisher                      and as a member of the Board of Managers of
                                                      Entercom Radio, LLC, the sole member of each
                                                                registrant listed above

           *By: /s/ JOHN C. DONLEVIE
   -----------------------------------------
                John C. Donlevie
                Attorney-in-fact


                                      II-12


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.


                                          ENTERCOM BOSTON, LLC
                                          ENTERCOM BOSTON LICENSE, LLC

                                          By:     /s/ JOHN C. DONLEVIE
                                            ------------------------------------
                                            John C. Donlevie
                                              Executive Vice President,
                                              Secretary and General Counsel


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.




                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                

                       *                              Chief Executive Officer (Principal Executive
- ------------------------------------------------                        Officer)
                Joseph M. Field                     and as Sole Trustee of Entercom Boston I Trust,
                                                    the sole member of each registrant listed above

                       *                                 President and Chief Operating Officer
- ------------------------------------------------
                 David J. Field

              /s/ JOHN C. DONLEVIE                  Executive Vice President, Secretary and General
- ------------------------------------------------                        Counsel
                John C. Donlevie

                       *                              Executive Vice President and Chief Financial
- ------------------------------------------------      Officer (Principal Financial and Accounting
               Stephen F. Fisher                                        Officer)

           *By: /s/ JOHN C. DONLEVIE
   -----------------------------------------
                John C. Donlevie
                Attorney-in-fact


                                      II-13


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY
27, 2002.


                                          ENTERCOM BUFFALO, LLC
                                          ENTERCOM BUFFALO LICENSE, LLC
                                          ENTERCOM ROCHESTER, LLC
                                          ENTERCOM ROCHESTER LICENSE, LLC

                                          By:     /s/ JOHN C. DONLEVIE
                                            ------------------------------------
                                            John C. Donlevie
                                              Executive Vice President,
                                              Secretary and General Counsel


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 27, 2002.





                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                

                       *                              Chief Executive Officer (Principal Executive
- ------------------------------------------------                        Officer)
                Joseph M. Field                             and as Chairman of the Board of
                                                    Entercom New York, Inc., the sole member of each
                                                                registrant listed above

                       *                           President, Chief Operating Officer and as Director
- ------------------------------------------------                           of
                 David J. Field                     Entercom New York, Inc., the sole member of each
                                                                registrant listed above

              /s/ JOHN C. DONLEVIE                    Executive Vice President, Secretary, General
- ------------------------------------------------     Counsel and as Director of Entercom New York,
                John C. Donlevie                    Inc., the sole member of each registrant listed
                                                                         above

                       *                           Executive Vice President, Chief Financial Officer
- ------------------------------------------------    (Principal Financial and Accounting Officer) and
               Stephen F. Fisher                    as Director of Entercom New York, Inc., the sole
                                                         member of each registrant listed above




            *By:/s/ JOHN C. DONLEVIE
    -------------------------------------------
                  John C. Donlevie
                 Attorney-in-fact



                                      II-14

EX-1.1

                                                                     Exhibit 1.1

                         Form of Underwriting Agreement

                                3,000,000 SHARES

                          ENTERCOM COMMUNICATIONS CORP.

                 CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE



                             UNDERWRITING AGREEMENT



                                               February    , 2002


DEUTSCHE BANC ALEX. BROWN INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.

As Representatives of the Several Underwriters,
   c/o Deutsche Banc Alex. Brown Inc.,
      One South Street
      Baltimore, Maryland 21202

Ladies and Gentlemen:

         1. Introductory. Entercom Communications Corp., a Pennsylvania
corporation (the "COMPANY"), proposes to issue and sell 3,000,000 shares (the
"FIRM SECURITIES") of its Class A Common Stock, par value $.01 per share (the
"SECURITIES"). The Company also proposes to sell to the Underwriters, at the
option of the Underwriters, an aggregate of not more than 450,000 additional
shares of the Company's Securities (such additional shares being hereinafter
referred to as the "OPTIONAL SECURITIES"). The Firm Securities and the Optional
Securities are herein collectively called the "OFFERED SECURITIES." The Company
hereby agrees with the several Underwriters named in Schedule A hereto (the
"UNDERWRITERS") as follows:

         2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Underwriters that:

                  (a) A registration statement (No. 333-82542) relating to the
Offered Securities, including a form of prospectus, has been filed with the
Securities and Exchange Commission (the "COMMISSION") and either (A) has been
declared effective under the Securities Act of 1933, as amended (the "ACT") and
is not proposed to be amended or (B) is proposed to be amended by amendment or
post-effective amendment.

If such registration statement (an "INITIAL REGISTRATION STATEMENT") has been
declared effective, either (A) an additional registration statement (an
"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have
been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the
Act and, if so filed, has become effective upon filing pursuant to such rule and
all the Offered Securities have been duly registered under the Act pursuant to
the initial registration statement and, if applicable, the additional
registration statement or (B) such an additional registration statement is
proposed to be filed with the Commission pursuant to Rule 462(b) and will become
effective upon filing pursuant to such rule and upon such filing all the Offered
Securities will have been duly registered under the Act pursuant to the initial
registration statement and such additional registration statement. If the
Company does not propose to amend the initial registration statement or if an
additional registration statement has been filed and the Company does not
propose to amend it, and if any post-effective amendment to either such
registration statement has been filed with the Commission prior to the execution
and delivery of this Agreement, the most recent amendment (if any) to each such
registration statement has been declared effective by the Commission or has
become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the
Act or, in the case of the additional registration statement, Rule 462(b). For
purposes of this Agreement, "EFFECTIVE TIME" with respect to the initial
registration statement or, if filed prior to the execution and delivery of this
Agreement, the additional registration statement means (A) if the Company has
advised the Representatives, or any of them, that it does not propose to amend
such registration statement, the date and time as of which such registration
statement, or the most recent post-effective amendment thereto (if any) filed
prior to the execution and delivery of this Agreement, was declared effective by
the Commission or has become effective upon filing pursuant to Rule 462(c), or
(B) if the Company has advised the Representatives, or any of them, that it
proposes to file an amendment or post-effective amendment to such registration
statement, the date and time as of which such registration statement, as amended
by such amendment or post-effective amendment, as the case may be, is declared
effective by the Commission. If an additional registration statement has not
been filed prior to the execution and delivery of this Agreement but the Company
has advised the Representatives, or any of them, that it proposes to file one,
"EFFECTIVE TIME" with respect to such additional registration statement means
the date and time as of which such registration statement is filed and becomes
effective pursuant to Rule 462(b). "EFFECTIVE DATE" with respect to the initial
registration statement or the additional registration statement (if any), means
the date of the Effective Time thereof. The initial registration statement, as
amended at its Effective Time, including all material incorporated by reference
therein, including all information contained in the additional registration
statement (if any) and deemed to be a part of the initial registration statement
as of the Effective Time of the additional registration statement pursuant to
the General Instructions of the Form on which it is filed and including all
information (if any) deemed to be a part of the initial registration statement
as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the
Act, is hereinafter referred to as the "INITIAL REGISTRATION STATEMENT." The
additional registration statement, as amended at its Effective Time, including
the contents of the initial registration statement incorporated by reference
therein and including all

                                       2

information (if any) deemed to be a part of the additional registration
statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter
referred to as the "ADDITIONAL REGISTRATION Statement." The Initial Registration
Statement and the Additional Registration Statement are hereinafter referred to
collectively as the "REGISTRATION STATEMENTS" and individually as a
"REGISTRATION STATEMENT." The form of prospectus relating to the Offered
Securities, as first filed with the Commission pursuant to and in accordance
with Rule 424(b) ("Rule 424(b)") under the Act or (if no such filing is
required) as included in a Registration Statement, including all material
incorporated by reference in such prospectus, or any applicable prospectus
supplement(s), is hereinafter referred to as the "PROSPECTUS." No document has
been or will be prepared or distributed in reliance on Rule 434 under the Act.

                  (b) If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement: (i) on the
Effective Date of the Initial Registration Statement, the Initial Registration
Statement conformed in all material respects to the requirements of the Act and
the rules and regulations of the Commission ("RULES AND REGULATIONS") and did
not include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) on the Effective Date of the Additional
Registration Statement (if any), each Registration Statement conformed or will
conform, in all material respects to the requirements of the Act and the Rules
and Regulations and did not include, or will not include, any untrue statement
of a material fact and did not omit, or will not omit, to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and (iii) on the date of this Agreement, the Initial
Registration Statement and, if the Effective Time of the Additional Registration
Statement is prior to the execution and delivery of this Agreement, the
Additional Registration Statement each conforms, and at the time of filing of
the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the
Effective Date of the Additional Registration Statement in which the Prospectus
is included, in all material respects to the requirements of the Act and the
Rules and Regulations, and neither of such documents includes, or will include,
any untrue statement of a material fact or omits, or will omit, to state any
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under
which such statements were made) not misleading. If the Effective Time of the
Initial Registration Statement is subsequent to the execution and delivery of
this Agreement: on the Effective Date of the Initial Registration Statement, the
Initial Registration Statement and the Prospectus will conform in all material
respects to the requirements of the Act and the Rules and Regulations, neither
of such documents will include any untrue statement of a material fact or will
omit to state any material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in light of the
circumstances under which such statements were made) not misleading, and no
Additional Registration Statement has been or will be filed. The two preceding
sentences do not apply to statements in or omissions from a Registration
Statement or the Prospectus based upon written information furnished to the
Company by any Underwriter

                                       3

through the Representatives specifically for use therein, it being understood
and agreed that the only such information is that described as such in Section
7(c) hereof.

                  (c) The Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of the Commonwealth of
Pennsylvania, with power and authority (corporate and other) to own, lease or
operate its properties and conduct its business as described in the Prospectus;
and the Company is duly qualified to do business as a foreign corporation and is
in good standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification, except
where the failure to be so qualified would not have a material adverse effect on
the condition (financial or other), business, properties, or results of
operations of the Company and its subsidiaries taken as a whole ("MATERIAL
ADVERSE EFFECT").

                  (d) Each subsidiary of the Company has been duly incorporated
or organized, as the case may be, and is validly existing and in good standing
under the laws of the jurisdiction of its organization, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Prospectus; and each subsidiary of the Company is duly
qualified to do business as a foreign corporation, limited liability company or
business trust, as applicable, and is in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified would not have a Material Adverse Effect; all of the issued and
outstanding capital stock of each subsidiary of the Company has been duly
authorized and validly issued, is fully paid and nonassessable and is owned of
record and beneficially by the Company or by a subsidiary of the Company; and
the capital stock or other equity interest of each subsidiary owned by the
Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects, except as disclosed in the Prospectus.

                  (e) The Offered Securities and all other outstanding shares of
capital stock of the Company have been duly authorized; all outstanding shares
of capital stock of the Company are, and when the Offered Securities have been
delivered and paid for in accordance with this Agreement on the Closing Date(s),
such Offered Securities will have been validly issued, fully paid and
nonassessable and will conform to the description thereof contained in the
Prospectus; and the shareholders of the Company have no preemptive rights with
respect to the Offered Securities and, except as described in the Prospectus,
there are no outstanding options, warrants or other rights calling for the
issuance of, or any commitment, plan or arrangement to issue, any shares of
capital stock of the Company or any subsidiary thereof or any security
convertible into or exchangeable or exercisable for any capital stock of the
Company or any subsidiary thereof.

                  (f) Except as disclosed in the Prospectus, there are no
contracts, agreements or understandings between the Company and any person that
would give rise to a valid claim against the Company or any Underwriter for a
brokerage commission, finder's fee or other like payment in connection with this
offering.

                                       4

                  (g) Except as disclosed in the Prospectus, there are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a registration
statement under the Act with respect to any securities of the Company owned or
to be owned by such person or to require the Company to include such securities
in the securities registered pursuant to a Registration Statement or in any
securities being registered pursuant to any other registration statement filed
by the Company under the Act.

                  (h) The Securities have been approved for listing on The New
York Stock Exchange subject to official notice of issuance.

                  (i) Except as disclosed in the Prospectus, no consent,
approval, authorization, or order of, or filing with, any governmental agency or
body (including, without limitation, the Federal Communications Commission (the
"FCC")) or any court is required to be obtained or made by the Company for the
consummation by the Company of the transactions contemplated by this Agreement
in connection with the offer and sale of the Offered Securities by the Company,
except such as have been obtained and made under the Act and such as may be
required under state securities laws and except that a copy of this Agreement is
to be filed with the FCC within 30 days of its execution.

                  (j) The execution, delivery and performance of this Agreement,
and the consummation of the transactions by the Company herein contemplated will
not result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule, regulation or order of any
governmental agency or body or any court, domestic or foreign, having
jurisdiction over the Company or any subsidiary of the Company or any of their
properties, or any agreement or instrument to which the Company or any such
subsidiary is a party or by which the Company or any such subsidiary is bound or
to which any of the properties of the Company or any such subsidiary is subject,
assuming that in connection with the consummation of such transactions, (i)
Joseph M. Field continues to hold in his own name and exercise voting control of
the securities of the Company representing majority voting control of the
Company; (ii) each purchaser of the Offered Securities is qualified under the
Communications Laws to hold such interest; and (iii) not more than 25% of the
capital stock of the Company in the aggregate is owned by foreign governments,
alien individuals or entities or representatives thereof, except where the
breach or violation would not have a Material Adverse Effect, or the charter or
by-laws of the Company or any such subsidiary, and the Company has full power
and authority (corporate and other) to authorize, issue and sell the Offered
Securities pursuant to this Agreement.

                  (k) This Agreement has been duly authorized, executed and
delivered by the Company.

                  (l) Except as disclosed in the Prospectus, the Company and its
subsidiaries have good and marketable title to all real properties and all other
properties and assets owned by them, in each case free from liens, encumbrances
and defects that

                                       5

would materially affect the value thereof or materially interfere with the use
made or to be made thereof by them; and except as disclosed in the Prospectus,
the Company and its subsidiaries hold any leased real or personal property under
valid and enforceable leases or subleases with no exceptions that, individually
or in the aggregate, would have a Material Adverse Effect.

                  (m) The Company and its subsidiaries possess adequate
certificates, authorities or permits and hold all necessary licenses (including,
without limitation, licenses issued by the FCC) issued by appropriate
governmental agencies or bodies necessary to conduct the business now operated
by them and have not received any notice of proceedings relating to the
revocation or modification of any such certificate, license, authority or permit
that, if determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect.

                  (n) Except as described in the Prospectus, no labor dispute
with the employees of the Company or any subsidiary exists or, to the knowledge
of the Company, is imminent that might have a Material Adverse Effect.

                  (o) The Company and its subsidiaries own, possess or can
acquire on reasonable terms, adequate trademarks, trade names and other rights
to inventions, know-how, patents, copyrights, confidential information and other
intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary
to conduct the business now operated by them, or presently employed by them, and
have not received any notice of infringement of or conflict with asserted rights
of others with respect to any Intellectual Property Rights that, if determined
adversely to the Company or any of its subsidiaries, would individually or in
the aggregate have a Material Adverse Effect.

                  (p) The Company and its subsidiaries have filed all necessary
federal, state, local and foreign income and franchise tax returns, except where
the failure to file such returns would not have a Material Adverse Effect and
the Company and its subsidiaries have paid all taxes shown as due thereon; and
other than tax deficiencies that the Company or its subsidiaries are contesting
in good faith and for which adequate reserves have been provided, there is no
tax deficiency that has been asserted against the Company or its subsidiaries
that would, individually or in the aggregate, have a Material Adverse Effect.

                  (q) Neither the Company nor any of its subsidiaries is in
violation of any statute, any rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the
use, disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real
property contaminated with any substance that is subject to any Environmental
Laws, is liable for any off-site disposal or contamination pursuant to any
Environmental Laws, or is subject to any claim relating to any Environmental
Laws, which violation, contamination, liability or claim would individually or
in the aggregate

                                       6

reasonably be expected to have a Material Adverse Effect; and the Company is not
aware of any pending investigation which might reasonably be expected to lead to
such a claim.

                  (r) Except as disclosed in the Prospectus, there are no
pending actions, suits, proceedings, inquiries or investigations before or
brought by any court or governmental agency or body (including, without
limitation, the FCC) against or, to the knowledge of the Company, affecting the
Company, any of its subsidiaries or any of their respective properties that, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect, or would
materially and adversely affect the ability of the Company to perform its
obligations under this Agreement, or which are otherwise material in the context
of the offer and sale of the Offered Securities by the Company; and no such
actions, suits or proceedings are threatened or, to the Company's knowledge,
contemplated.

                  (s) The financial statements included in each Registration
Statement and the Prospectus present fairly the financial position of the
Company and its consolidated subsidiaries as of the dates shown and their
results of operations and cash flows for the periods shown, and, except as
otherwise disclosed in the Prospectus, such financial statements have been
prepared in conformity with the generally accepted accounting principles in the
United States applied on a consistent basis; and the schedules included in each
Registration Statement present fairly the information required to be stated
therein.

                  (t) Since the date of the latest audited financial statements
included in the Prospectus there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties, or results of operations
of the Company and its subsidiaries taken as a whole, and, except as disclosed
in or contemplated by the Prospectus, there has been no dividend or distribution
of any kind declared, paid or made by the Company on any class of its capital
stock.

                  (u) The statistical and market-related data included in the
Prospectus are based on or derived from sources that the Company believes to be
accurate and reliable.

                  (v) Each of the Company and its subsidiaries (i) make and keep
accurate books and records and (ii) maintain internal accounting controls that
provide reasonable assurance that (A) transactions are executed in accordance
with management's authorization, (B) transactions are recorded as necessary to
permit preparation of its financial statements, (C) access to its assets is
permitted only in accordance with management's authorization and (D) the
reported accountability for its assets is compared with existing assets at
reasonable intervals.

                  (w) The Company is not and, after giving effect to the
offering and sale of the Offered Securities and the application of the proceeds
thereof as described in the

                                       7

Prospectus, will not be an "investment company" as defined in the Investment
Company Act of 1940, as amended.

                  (x) To the knowledge of the Company, each of Deloitte & Touche
LLP and Arthur Andersen LLP, which firms have examined the consolidated
financial statements as set forth in their reports included in the Prospectus,
is an independent public accounting firm within the meaning of the Act and the
rules and regulations thereunder.

                  (y) The Company is subject to the reporting requirements of
either Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and
files reports with the Commission on the Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system.

         3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase
from the Company, at a purchase price of $_____ per share, the respective number
of shares of Firm Securities set forth opposite the names of the Underwriters in
Schedule A hereto.

         The Company will deliver the Firm Securities to the Representatives for
the accounts of the Underwriters, against payment of the purchase price in
Federal (same day) funds by wire transfer to an account at a bank acceptable to
Deutsche Banc Alex. Brown Inc. ("DBAB") designated by the Company at the office
of Weil, Gotshal & Manges LLP at 10:00A.M., New York time, on March __, 2002, or
at such other time not later than seven full business days thereafter as DBAB
and the Company determine, such time being herein referred to as the "FIRST
CLOSING DATE." For purposes of Rule 15c6-1 under the Securities Exchange Act of
1934, the First Closing Date (if later than the otherwise applicable settlement
date) shall be the settlement date for payment of funds and delivery of
securities for all the Offered Securities sold pursuant to the offering;
provided, however, that delivery of the certificates evidencing the Firm
Securities shall be made through The Depository Trust Company ("DTC") at its
offices in New York, New York. The certificates for the Firm Securities so to be
delivered will be in definitive form, in such denominations and registered in
such names as DBAB requests and will be made available for checking and
packaging for delivery at DTC at least 24 hours prior to the First Closing Date.

         In addition, upon written notice from DBAB given to the Company from
time to time, the Underwriters may purchase all or less than all of the Optional
Securities at the purchase price per Security to be paid for the Firm
Securities. Such Optional Securities shall be purchased from the Company for the
account of each Underwriter in the same proportion as the number of Firm
Securities set forth opposite such Underwriter's name bears to the total number
of Firm Securities (subject to adjustment by DBAB to eliminate fractions) and
may be purchased by the Underwriters only for the purpose of covering
over-allotments made in connection with the sale of the Firm Securities. No
Optional

                                       8

Securities shall be sold or delivered unless the Firm Securities previously have
been, or simultaneously are, sold and delivered. The right to purchase the
Optional Securities or any portion thereof may be exercised from time to time,
not more than 30 days subsequent to the date of the Prospectus, and to the
extent not previously exercised may be surrendered and terminated at any time
upon notice by DBAB to the Company.

         Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE," which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by DBAB
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Company will deliver the
Optional Securities being purchased on each Optional Closing Date to the
Representatives for the accounts of the several Underwriters, against payment of
the purchase price therefor in Federal (same day) funds by wire transfer to an
account at a bank acceptable to DBAB designated by the Company; provided,
however, that delivery of the certificates evidencing the Optional Securities
shall be made through DTC at its offices in New York, New York. The certificates
for the Optional Securities being purchased on each Optional Closing Date will
be in definitive form, in such denominations and registered in such names as
DBAB requests upon reasonable notice prior to such Optional Closing Date and
will be made available for checking and packaging for delivery at DTC at a
reasonable time in advance of such Optional Closing Date.

         4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

         5. Certain Agreements of the Company. The Company agrees with the
several Underwriters:

                  (a) If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, the Company
will file the Prospectus with the Commission pursuant to and in accordance with
subparagraph (1) (or, if applicable and if consented to by DBAB and Credit
Suisse First Boston Corporation ("CSFBC"), subparagraph (4)) of Rule 424(b) not
later than the earlier of (A) the second business day following the execution
and delivery of this Agreement or (B) the fifteenth business day after the
Effective Date of the Initial Registration Statement.

The Company will advise DBAB and CSFBC promptly of any such filing pursuant to
Rule 424(b). If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement and an additional
registration statement is necessary to register a portion of the Offered
Securities under the Act but the Effective Time thereof has not occurred as of
such execution and delivery, the Company will file the additional registration
statement or, if filed, will file a post-effective amendment thereto with the
Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00
P.M., New York time, on the date of this Agreement or, if earlier, on or prior
to


                                       9

the time the Prospectus is printed and distributed to any Underwriter, or will
make such filing at such later date as shall have been consented to by DBAB and
CSFBC.

                  (b) The Company will advise DBAB and CSFBC promptly of any
proposal to amend or supplement the initial or any additional registration
statement as filed or the related prospectus or the Initial Registration
Statement, the Additional Registration Statement (if any) or the Prospectus and
will not effect such amendment or supplementation without the consent of DBAB
and CSFBC; and the Company will also advise the Representatives promptly of the
effectiveness of each Registration Statement (if its Effective Time is
subsequent to the execution and delivery of this Agreement) and of any amendment
or supplementation of a Registration Statement or the Prospectus and of the
institution by the Commission of any stop order proceedings in respect of a
Registration Statement and will use its best efforts to prevent the issuance of
any such stop order and to obtain as soon as possible its lifting, if issued.

                  (c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection with sales by
any Underwriter or dealer, any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the Prospectus to comply
with the Act, the Company will promptly notify DBAB and CSFBC of such event and
will promptly prepare and file with the Commission, at its own expense, an
amendment or supplement which will correct such statement or omission or an
amendment which will effect such compliance. Neither the consent of DBAB and
CSFBC to, nor the Underwriters' delivery of, any such amendment or supplement
shall constitute a waiver of any of the conditions set forth in Section 6
hereof.

                  (d) As soon as practicable, but not later than the
Availability Date (as defined below), the Company will make generally available
to its securityholders an earnings statement covering a period of at least 12
months beginning after the Effective Date of the Initial Registration Statement
(or, if later, the Effective Date of the Additional Registration Statement)
which will satisfy the provisions of Section 11(a) of the Act. For the purpose
of the preceding sentence, "AVAILABILITY DATE" means the 45th day after the end
of the fourth fiscal quarter following the fiscal quarter that includes such
Effective Date, except that, if such fourth fiscal quarter is the last quarter
of the Company's fiscal year, "AVAILABILITY DATE" means the 90th day after the
end of such fourth fiscal quarter.

                  (e) The Company will furnish to DBAB and CSFBC copies of each
Registration Statement (five of which will be signed and will include all
exhibits), each related preliminary prospectus, and, so long as a prospectus
relating to the Offered Securities is required to be delivered under the Act in
connection with sales by any Underwriter or dealer, the Prospectus and all
amendments and supplements to such documents, in each case in such quantities as
DBAB and CSFBC request. The Prospectus shall be so furnished on or prior to 3:00
P.M., New York time, on the business day following the later of the execution
and delivery of this Agreement or the Effective

                                       10

Time of the Initial Registration Statement. All other such documents shall be so
furnished as soon as available. The Company will pay the expenses of printing
and distributing to the Underwriters all such documents.

                  (f) The Company will arrange for the qualification of the
Offered Securities for sale under the laws of such jurisdictions as DBAB and
CSFBC designate and will continue such qualifications in effect so long as
required for the distribution.

                  (g) For a period of 90 days after the date of the offering of
the Firm Securities, the Company will not offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, or file with the Commission a
registration statement under the Act relating to, any additional shares of its
Securities or securities convertible into or exchangeable or exercisable for any
shares of its Securities, or publicly disclose the intention to make any such
offer, sale, pledge, disposition or filing, without the prior written consent of
DBAB and CSFBC, except issuances of Securities pursuant to the conversion of
Convertible Preferred Securities Term Income Deferred Equity Securities
(TIDES)SM issued by Entercom Communications Capital Trust or exchanges of shares
of the Company's Class B Common Stock, par value $.01 per share, or Class C
Common Stock, par value $.01 per share ("CLASS C COMMON STOCK"), in accordance
with the terms thereof, or convertible or exchangeable securities or the
exercise of warrants or options, in each case outstanding on the date hereof,
grants of employee stock options or restricted stock pursuant to the terms of a
plan in effect on the date hereof, or issuances of, or any filing of a
registration statement on Form S-8 (or any successor form) relating to,
Securities pursuant to the exercise of such options or under any employee stock
purchase plan in effect on the date hereof.

                  (h) The Company has obtained and will deliver to DBAB and
CSFBC no later than the close of business on the date hereof, a lock-up
agreement (substantially in the form attached as Exhibit A hereto) from its
directors, executive officers and shareholders listed on Schedule B hereto.

                  (i) The Company agrees with the several Underwriters that the
Company will pay all expenses incident to the performance of the obligations of
the Company under this Agreement, for any filing fees and other expenses
(including reasonable fees and disbursements of counsel) in connection with
qualification of the Offered Securities for sale under the laws of such
jurisdictions as DBAB and CSFBC designate and the printing of memoranda relating
thereto, for any travel expenses of the Company's officers and employees and any
other expenses of the Company in connection with attending or hosting meetings
with prospective purchasers of the Offered Securities, and for expenses incurred
in distributing preliminary prospectuses and the Prospectus (including any
amendments and supplements thereto) to the Underwriters.

         6. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company

                                       11

herein, to the accuracy of the statements of Company officers made pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions precedent:

                  (a) (i) The Representatives shall have received a letter,
dated the date of delivery thereof (which, if the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this Agreement,
shall be on or prior to the date of this Agreement or, if the Effective Time of
the Initial Registration Statement is subsequent to the execution and delivery
of this Agreement, shall be prior to the filing of the amendment or
post-effective amendment to the registration statement to be filed shortly prior
to such Effective Time), of Arthur Andersen LLP confirming that they are
independent public accountants within the meaning of the Act and the applicable
published Rules and Regulations thereunder and stating to the effect that:

                           (A) in their opinion the financial statements and
                  schedules examined by them and included or incorporated by
                  reference in the Registration Statements comply as to form in
                  all material respects with the applicable accounting
                  requirements of the Act and the related published Rules and
                  Regulations;

                           (B) with respect to the audited financial statements
                  of the Company for the year ended December 31, 2001 only, on
                  the basis of a reading of the latest available interim
                  financial statements of the Company, inquiries of officials of
                  the Company who have responsibility for financial and
                  accounting matters and other specified procedures, nothing
                  came to the attention of Arthur Andersen LLP that caused them
                  to believe that:

                                    (1) at the date of the latest available
                           balance sheet read by such accountants, or at a
                           subsequent specified date not more than three
                           business days prior to the date of this Agreement,
                           there was any change in the capital stock or any
                           increase in long-term debt of the Company and its
                           consolidated subsidiaries or, at the date of the
                           latest available balance sheet read by such
                           accountants, there was any decrease in consolidated
                           net current assets, as compared with amounts shown on
                           the latest balance sheet included in the Prospectus;
                           or

                                    (2) for the period from the closing date of
                           the latest income statement included in the
                           Prospectus to the closing date of the latest
                           available income statement read by such accountants
                           there were any decreases, as compared with the
                           corresponding period of the previous year, in
                           consolidated net broadcast revenue, net income (loss)
                           or in the total or per share amounts of consolidated
                           income (loss) before extraordinary items;


                                       12

                  except in all cases set forth in clauses (1) and (2) above for
                  changes, increases or decreases which the Prospectus discloses
                  have occurred or may occur or which are described in such
                  letter; and

                           (C) they have compared specified dollar amounts (or
                  percentages derived from such dollar amounts) and other
                  financial information contained in the Registration Statements
                  (in each case to the extent that such dollar amounts,
                  percentages and other financial information are derived from
                  the general accounting records of the Company and its
                  subsidiaries subject to the internal controls of the Company's
                  accounting system or are derived directly from such records by
                  analysis or computation) with the results obtained from
                  inquiries, a reading of such general accounting records and
                  other procedures specified in such letter and have found such
                  dollar amounts, percentages and other financial information to
                  be in agreement with such results, except as otherwise
                  specified in such letter.

                           (ii) The Representatives shall have received a
letter, dated the date of delivery thereof (which, if the Effective Time of the
Initial Registration Statement is prior to the execution and delivery of this
Agreement, shall be on or prior to the date of this Agreement or, if the
Effective Time of the Initial Registration Statement is subsequent to the
execution and delivery of this Agreement, shall be prior to the filing of the
amendment or post-effective amendment to the registration statement to be filed
shortly prior to such Effective Time), of Deloitte & Touche LLP confirming that
they are independent public accountants within the meaning of the Act and the
applicable published Rules and Regulations thereunder and stating to the effect
that in their opinion the financial statements and schedules examined by them
and included or incorporated by reference in the Registration Statements comply
as to form in all material respects with the applicable accounting requirements
of the Act and the related published Rules and Regulations.

For purposes of this subsection (a), (i) if the Effective Time of the Initial
Registration Statements is subsequent to the execution and delivery of this
Agreement, "REGISTRATION STATEMENTS" shall mean the initial registration
statement as proposed to be amended by the amendment or post-effective amendment
to be filed shortly prior to its Effective Time, (ii) if the Effective Time of
the Initial Registration Statements is prior to the execution and delivery of
this Agreement but the Effective Time of the Additional Registration Statement
is subsequent to such execution and delivery, "REGISTRATION STATEMENTS" shall
mean the Initial Registration Statement and the additional registration
statement as proposed to be filed or as proposed to be amended by the
post-effective amendment to be filed shortly prior to its Effective Time, and
(iii) "PROSPECTUS" shall mean the prospectus included in the Registration
Statements.

                  (b) If the Effective Time of the Initial Registration
Statement is not prior to the execution and delivery of this Agreement, such
Effective Time shall have occurred not later than 10:00 P.M., New York time, on
the date of this Agreement or such

                                       13

later date as shall have been consented to by the Representatives. If the
Effective Time of the Additional Registration Statement (if any) is not prior to
the execution and delivery of this Agreement, such Effective Time shall have
occurred not later than 10:00 P.M., New York time, on the date of this Agreement
or, if earlier, the time the Prospectus is printed and distributed to any
Underwriter, or shall have occurred at such later date as shall have been
consented to by the Representatives. If the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this Agreement,
the Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing
Date, no stop order suspending the effectiveness of a Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Company or the Representatives, shall be
contemplated by the Commission.

                  (c) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any change, or any development or
event involving a prospective change, in the condition (financial or other),
business, properties or results of operations of the Company or its subsidiaries
which, in the judgment of the Representatives, is material and adverse and makes
it impractical or inadvisable to proceed with completion of the public offering
or the sale of and payment for the Offered Securities; (ii) any downgrading in
the rating of any debt securities or preferred stock of the Company by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of any debt securities
or preferred stock of the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any material adverse change in U.S. or
international financial, political or economic conditions shall have occurred as
to make it, in the judgment of the Representatives, impracticable or inadvisable
to proceed with the proposed issue, sale or distribution of the Offered
Securities; (iv) any suspension or limitation of trading in securities generally
on The New York Stock Exchange, or any setting of minimum prices for trading on
such exchange, or any suspension of trading of any securities of the Company on
any exchange or in the over-the-counter market; (v) any banking moratorium
declared by U.S. Federal, New York or Pennsylvania authorities; (vi) any major
disruption of settlements of securities or clearance services in the United
States that would materially impair settlement and clearance with respect to the
Offered Securities; or (vii) any attack on, outbreak or escalation of
hostilities or act of terrorism involving the United States, any declaration of
war by Congress or any other substantial national or international calamity or
emergency if, in the judgment of the Representatives, the effect of any such
attack, outbreak, escalation, act, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with completion of the public offering or
the sale of and payment for the Offered Securities.

                  (d) The Representatives shall have received an opinion, dated
such Closing Date, of Latham & Watkins, counsel for the Company, substantially
in the form attached hereto as Exhibit B.

                                       14

                  (e) The Representatives shall have received an opinion, dated
such Closing Date, of John C. Donlevie, Esq., General Counsel to the Company, or
such other counsel reasonably acceptable to the Underwriters, substantially in
the form attached hereto as Exhibit C.

                  (f) The Representatives shall have received an opinion, dated
such Closing Date, of Leventhal, Senter & Lerman PLLC, in their capacity as FCC
counsel for the Company, substantially in the form attached hereto as Exhibit D.

                  (g) The Representatives shall have received from Weil, Gotshal
& Manges LLP, counsel for the Underwriters, such opinion or opinions, dated such
Closing Date, with respect to the Registration Statements, the Prospectus and
other related matters as the Representatives may reasonably require.

                  (h) The Representatives shall have received a certificate,
dated such Closing Date, of the President or any Vice President and a principal
financial or accounting officer of the Company in which such officers, to the
best of their knowledge after reasonable investigation, shall state that: the
representations and warranties of the Company in this Agreement are true and
correct as though made on such Closing Date; the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to such Closing Date; no stop order suspending the
effectiveness of any Registration Statement has been issued and no proceedings
for that purpose have been instituted or are contemplated by the Commission; the
Additional Registration Statement (if any) satisfying the requirements of
subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b),
including payment of the applicable filing fee in accordance with Rule 111(a) or
(b) under the Act, prior to the time the Prospectus was printed and distributed
to any Underwriter; and, subsequent to the date of the most recent financial
statements in the Prospectus, there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations of
the Company and its subsidiaries taken as a whole except as set forth in or
contemplated by the Prospectus or as described in such certificate.

                  (i) The Representatives shall have received letters, dated
such Closing Date, of Deloitte & Touche LLP and Arthur Andersen LLP which meet
the requirements of subsection (a) of this Section, except that the specified
date referred to in such subsection will be a date not more than three business
days prior to such Closing Date for the purposes of this subsection.

                  (j) The lock up agreements described in Section 5(h) shall
have been executed by or on behalf of each of the persons listed on Schedule B.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. The Representatives may in their sole discretion waive on behalf of the
Underwriters


                                       15

compliance with any conditions to the obligations of the Underwriters hereunder,
whether in respect of an Optional Closing Date or otherwise.

         7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any, who controls such Underwriter within the meaning of Section 15
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of the Prospectus, in
light of the circumstances in which they were made) not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below; and provided, further,
that with respect to any untrue statement or alleged untrue statement in or
omission or alleged omission from any preliminary prospectus, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased the Offered Securities concerned, to the extent that a
prospectus relating to such Offered Securities was required to be delivered by
such Underwriter under the Act in connection with such purchase and any such
loss, claim, damage or liability of such Underwriter results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Offered Securities to such person, a copy of
the Prospectus if the Company has previously furnished such quantity of copies
thereof to such Underwriter.

                  (b) Each Underwriter will severally and not jointly indemnify
and hold harmless the Company, against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the

                                       16

extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the following information
in the Prospectus furnished on behalf of each Underwriter: the concession and
reallowance figures appearing in the third paragraph under the caption
"Underwriting" and the information contained in paragraphs 11 through 16 under
the caption "Underwriting."

                  (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party
under subsection (a) or (b) above, notify an indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is
brought against any indemnified party and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.

                  (d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the

                                       17

Company on the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

                  (e) The obligations of the Company under this Section shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company, to each officer of the Company
who has signed a Registration Statement and to each person, if any, who controls
the Company within the meaning of the Act.

         8. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities hereunder on either the
First Closing Date or any Optional Closing Date and the aggregate number of
shares of Offered Securities that such defaulting Underwriter or Underwriters
agreed but failed to purchase does not exceed 10% of the total number of shares
of Offered Securities that the Underwriters are obligated to purchase on such
Closing Date, the Representatives may make arrangements satisfactory to the
Company for the purchase of such Offered Securities by other persons, including
any of the Underwriters, but if no such arrangements are made by such Closing
Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such

                                       18

defaulting Underwriters agreed but failed to purchase on such Closing Date. If
any Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
the Representatives and the Company for the purchase of such Offered Securities
by other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter
or the Company, except as provided in Section 9 (provided that if such default
occurs with respect to Optional Securities after the First Closing Date, this
Agreement will not terminate as to the Firm Securities or any Optional
Securities purchased prior to such termination). As used in this Agreement, the
term "UNDERWRITER" includes any person substituted for an Underwriter under this
Section 8. Nothing herein will relieve a defaulting Underwriter from liability
for its default.

         9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements, of
the Company or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Section 8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5(i) and the
respective obligations of the Company and the Underwriters pursuant to Section 7
shall remain in effect, and if any Offered Securities have been purchased
hereunder the representations and warranties in Section 2 and all obligations
under Section 5 shall also remain in effect. If the purchase of the Offered
Securities by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 8 or the
occurrence of any event specified in clause (iii), (iv), (v), (vii) or (viii) of
Section 6(c), the Company will reimburse the Underwriters for all out-of-pocket
expenses (including fees and disbursements of counsel) reasonably incurred by
them in connection with the offering of the Offered Securities.

         10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives, c/o Deutsche Banc Alex. Brown Inc., One South Street,
Baltimore, Maryland 21202, Attention: Investment Banking Department -
Transactions Advisory Group, or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 401 City Avenue, Suite 409, Bala
Cynwyd, Pennsylvania 19004, Attention: John C. Donlevie, Esq., provided,
however, that any notice to an Underwriter pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to such Underwriter.

         11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective personal representatives
and successors and

                                       19

the officers and directors and controlling persons referred to in Section 7, and
no other person will have any right or obligation hereunder.

         12. Representation. The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly or by
DBAB will be binding upon all the Underwriters.

         13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

         14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

         The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       20

         If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement among the
Company and the several Underwriters in accordance with its terms.


                                    Very truly yours,

                                    ENTERCOM COMMUNICATIONS CORP.


                                    By:
                                       ---------------------------
                                    Name:
                                    Title:



                                      S-1

The foregoing Underwriting Agreement is
   hereby confirmed and accepted as of the
   date first above written.

      DEUTSCHE BANC ALEX. BROWN INC.
      CREDIT SUISSE FIRST BOSTON CORPORATION
      BANC OF AMERICA SECURITIES LLC
      GOLDMAN, SACHS & CO.
      CHASE SECURITIES INC.

Acting on behalf of themselves and as the
  Representatives of the several Underwriters.

      By: DEUTSCHE BANC ALEX. BROWN INC.


      By:
         ---------------------------------
      Name:
      Title:



                                      S-2

                                   SCHEDULE A





                                                                    NUMBER OF
                                                                      FIRM
                                                                  SECURITIES TO
                                                                       BE
UNDERWRITER                                                         PURCHASED
- -----------                                                         ---------
                                                               
Deutsche Banc Alex. Brown Inc................................
Credit Suisse First Boston Corporation.......................
Banc of America Securities LLC...............................
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.

Total........................................................




                                      A-1

                                   SCHEDULE B

1.    Joseph M. Field

2.    Marie H. Field

3.    David J. Field

4.    Nancy E. Field

5.    S. Gordon Elkins, Trustee U/D/T dated October 9, 1992 F/B/O Marie H.
      Field

6.    S. Gordon Elkins and David J. Field, Trustees U/D/T of Joseph M. Field
      dated 9/30/92 F/B/O David J. Field

7.    Marie H. Field & Nancy E. Field, Trustees U/D/T dated 12/23/76 F/B/O
      David J. Field

8.    David J. Field and S. Gordon Elkins, Trustees U/D/T of Joseph M. Field
      dated April 24, 1998, F/B/O the Issue of David J. Field

9.    S. Gordon Elkins and Nancy E. Field, Trustees U/D/T of Joseph M. Field
      dated 9/30/92 F/B/O Nancy E. Field

10.   Marie H. Field & David J. Field, Trustees U/D/T dated 12/23/76 F/B/O
      Nancy E. Field

11.   David J. Field and S. Gordon Elkins, Trustees U/D/T of Joseph M. Field
      dated April 24, 1998, F/B/O the Issue of Nancy E. Field

12.   John C. Donlevie

13.   Stephen F. Fisher

14.   S. Gordon Elkins

15.   Lee Hague

16.   Michael R. Hannon

17.   David J. Berkman

18.   Emma C. Ginley

19.   Thomas H. Ginley, Jr. & Emma C. Ginley JTWROS

20.   Herbert Kean

21.   Joseph and Marie Field Foundation

22.   Joseph M. Field, Trustee U/D/T of Daniel M. Kraus dated July 21, 1998
      F/B/O Sidonie Kazenel


                                      A-2

                                    EXHIBIT A

                                Lock Up Agreement




                                       B-1

                                    EXHIBIT B

                           Opinion of Latham & Watkins





                                      B-2

                                    EXHIBIT C

                            Opinion of John Donlevie





                                      B-3

                                    EXHIBIT D

                   Opinion of Leventhal, Senter & Lerman PLLC




                                      B-4

EX-1.2

                                                                     Exhibit 1.2


                         Form of Underwriting Agreement





                                  $150,000,000

                               ENTERCOM RADIO LLC
                             ENTERCOM CAPITAL, INC.

                     __% SENIOR SUBORDINATED NOTES DUE 2014


                             UNDERWRITING AGREEMENT


                                                                 February , 2002


CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC.
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO., INCORPORATED.,
  As Representatives of the Several Underwriters,
    c/o Credit Suisse First Boston Corporation,
       Eleven Madison Avenue,
       New York, N.Y. 10010-3629

Ladies and Gentlemen:

      1. Introductory. Entercom Radio LLC, a Delaware limited liability company
("RADIO") and Entercom Capital, Inc., a Delaware corporation ("CAPITAL"),
propose to issue and sell $150,000,000 principal amount ("SECURITIES") of __%
Senior Subordinated Notes due 2014 (the "OFFERED SECURITIES") guaranteed (the
"GUARANTEES") by the Radio's direct parent, Entercom Communications Corp. (the
"PARENT GUARANTOR"), and the subsidiaries of Radio signatory hereto
(collectively, the "SUBSIDIARY GUARANTORS," and together with the Parent
Guarantor, the "GUARANTORS") pursuant to the terms of an indenture
("INDENTURE"), between the Issuers, the Guarantors and HSBC Bank USA, as
Trustee. Radio, Capital and the Guarantors shall be referred to herein
collectively as the "ISSUERS." The Issuers hereby agree with the several
Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

      2. Representations and Warranties of the Issuers. Each of the Issuers
represents and warrants to, and agrees with, the several Underwriters that:

            (a) A registration statement (No. 333-82542) relating to the Offered
Securities, including a form of prospectus, has been filed with the Securities
and Exchange Commission ("COMMISSION") and either (i) has been declared
effective under the Securities Act of 1933, as amended ("ACT") and is not
proposed to be amended or (ii) is proposed to be amended by amendment or
post-effective amendment. If such registration statement ("INITIAL REGISTRATION
STATEMENT") has been declared effective, either (i) an additional registration
statement ("ADDITIONAL REGISTRATION STATEMENT")

relating to the Offered Securities may have been filed with the Commission
pursuant to Rule 462(b) ("RULE 462(b)") under the Act and, if so filed, has
become effective upon filing pursuant to such rule and the Offered Securities
all have been duly registered under the Act pursuant to the initial registration
statement and, if applicable, the additional registration statement or (ii) such
an additional registration statement is proposed to be filed with the Commission
pursuant to Rule 462(b) and will become effective upon filing pursuant to such
rule and upon such filing the Offered Securities will all have been duly
registered under the Act pursuant to the initial registration statement and such
additional registration statement. If the Issuers do not propose to amend the
initial registration statement or if an additional registration statement has
been filed and the Issuers do not propose to amend it, and if any post-effective
amendment to either such registration statement has been filed with the
Commission prior to the execution and delivery of this Agreement, the most
recent amendment (if any) to each such registration statement has been declared
effective by the Commission or has become effective upon filing pursuant to Rule
462(c) ("RULE 462(c)") under the Act or, in the case of the additional
registration statement, Rule 462(b). For purposes of this Agreement, "EFFECTIVE
TIME" with respect to the initial registration statement or, if filed prior to
the execution and delivery of this Agreement, the additional registration
statement means (i) if the Issuers have advised the Representatives, or any of
them, that they do not propose to amend such registration statement, the date
and time as of which such registration statement, or the most recent
post-effective amendment thereto (if any) filed prior to the execution and
delivery of this Agreement, was declared effective by the Commission or has
become effective upon filing pursuant to Rule 462(c), or (ii) if the Issuers
have advised the Representatives, or any of them, that they propose to file an
amendment or post-effective amendment to such registration statement, the date
and time as of which such registration statement, as amended by such amendment
or post-effective amendment, as the case may be, is declared effective by the
Commission. If an additional registration statement has not been filed prior to
the execution and delivery of this Agreement but the Issuers have advised the
Representatives, or any of them, that they propose to file one, "EFFECTIVE TIME"
with respect to such additional registration statement means the date and time
as of which such registration statement is filed and becomes effective pursuant
to Rule 462(b). "EFFECTIVE DATE" with respect to the initial registration
statement or the additional registration statement (if any) means the date of
the Effective Time thereof. The initial registration statement, as amended at
its Effective Time, including all material incorporated by reference therein,
including all information contained in the additional registration statement (if
any) and deemed to be a part of the initial registration statement as of the
Effective Time of the additional registration statement pursuant to the General
Instructions of the Form on which it is filed and including all information (if
any) deemed to be a part of the initial registration statement as of its
Effective Time pursuant to Rule 430A(b) ("RULE 430A(b)") under the Act, is
hereinafter referred to as the "INITIAL REGISTRATION STATEMENT." The additional
registration statement, as amended at its Effective Time, including the contents
of the initial registration statement incorporated by reference therein and
including all information (if any) deemed to be a part of the additional
registration statement as of its Effective Time pursuant to Rule 430A(b), is
hereinafter referred to as the "ADDITIONAL REGISTRATION STATEMENT." The Initial



                                       2

Registration Statement and the Additional Registration Statement are herein
referred to collectively as the "REGISTRATION STATEMENTS" and individually as a
"REGISTRATION STATEMENT." The form of prospectus relating to the Offered
Securities, as first filed with the Commission pursuant to and in accordance
with Rule 424(b) ("RULE 424(b)") under the Act or (if no such filing is
required) as included in a Registration Statement, including all material
incorporated by reference in such prospectus, or any applicable prospectus
supplement(s), is hereinafter referred to as the "PROSPECTUS." No document has
been or will be prepared or distributed in reliance on Rule 434 under the Act.

            (b) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement: (i) on the Effective Date
of the Initial Registration Statement, the Initial Registration Statement
conformed in all material respects to the requirements of the Act, the Trust
Indenture Act of 1939 ("TRUST INDENTURE ACT") and the rules and regulations of
the Commission ("RULES AND REGULATIONS") and did not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
on the Effective Date of the Additional Registration Statement (if any), each
Registration Statement conformed, or will conform, in all material respects to
the requirements of the Act, the Trust Indenture Act and the Rules and
Regulations and did not include, or will not include, any untrue statement of a
material fact and did not omit, or will not omit, to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and (iii) on the date of this Agreement, the Initial Registration
Statement and, if the Effective Time of the Additional Registration Statement is
prior to the execution and delivery of this Agreement, the Additional
Registration Statement each conforms, and at the time of filing of the
Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the
Effective Date of the Additional Registration Statement in which the Prospectus
is included, in all material respects to the requirements of the Act, the Trust
Indenture Act and the Rules and Regulations, and neither of such documents
includes, or will include, any untrue statement of a material fact or omits, or
will omit, to state any material fact required to be stated therein or necessary
to make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading. If the Effective Time
of the Initial Registration Statement is subsequent to the execution and
delivery of this Agreement: on the Effective Date of the Initial Registration
Statement, the Initial Registration Statement and the Prospectus will conform in
all material respects to the requirements of the Act, the Trust Indenture Act
and the Rules and Regulations, neither of such documents will include any untrue
statement of a material fact or will omit to state any material fact required to
be stated therein or necessary to make the statements therein (in the case of
the Prospectus, in light of the circumstances under which they were made) not
misleading, and no Additional Registration Statement has been or will be filed.
The two preceding sentences do not apply to statements in or omissions from a
Registration Statement or the Prospectus based upon written information
furnished to the Issuers by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only such
information is that described as such in Section 7(b) hereof.


                                       3

            (c) Radio has been duly organized and is a validly existing limited
liability company in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus; and Radio is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions in
which its ownership or lease of property or the conduct of its business requires
such qualification, except where the failure to be so qualified would not have a
material adverse effect on the condition (financial or other), business,
properties, or results of operations of the Parent Guarantor and its
subsidiaries taken as a whole ("MATERIAL ADVERSE EFFECT").

            (d) Parent Guarantor has been duly organized and is a validly
existing corporation in good standing under the laws of the Commonwealth of
Pennsylvania, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus; and Parent
Guarantor is duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or lease of property
or the conduct of its business requires such qualification, except where the
failure to be so qualified would not have a Material Adverse Effect.

            (e) Each of Capital and the Subsidiary Guarantors, has been duly
incorporated or organized, as the case may be, and is validly existing and in
good standing under the laws of the jurisdiction of its organization, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus; and each of Capital and the Subsidiary
Guarantors is duly qualified to do business as a foreign corporation, limited
liability company or business trust, as applicable, and is in good standing in
all other jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, except where the failure to
be so qualified would not have a Material Adverse Effect; all of the issued and
outstanding capital stock or other equity interests of each of Capital and the
Subsidiary Guarantors, as applicable, has been duly authorized and validly
issued, is fully paid and nonassessable and is owned of record and beneficially
by Radio or by a subsidiary of Radio; and the capital stock or other equity
interests of each subsidiary owned by Radio, directly or through subsidiaries,
is owned free from liens, encumbrances and defects, except as disclosed in the
Prospectus.

            (f) The Indenture has been duly authorized and, if the Effective
Time of a Registration Statement is prior to the execution and delivery of this
Agreement, has been or otherwise upon such Effective Time will be duly qualified
under the Trust Indenture Act with respect to the Offered Securities registered
thereby; the Offered Securities have been duly authorized; and when the Offered
Securities are delivered and paid for pursuant to this Agreement on the Closing
Date (as defined below), the Indenture will have been duly executed and
delivered, such Offered Securities will have been duly executed, authenticated,
issued and delivered and will conform to the description thereof contained in
the Prospectus and the Indenture and such Offered Securities will constitute
valid and legally binding obligations of each Issuer, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium


                                       4

and similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.

            (g) This Agreement has been duly authorized, executed and delivered
by the Issuers.

            (h) The Guarantees have been duly authorized; and when the
Guarantees are delivered and paid for pursuant to this Agreement on the Closing
Date (as defined below), such Guarantees will have been duly executed by each
Guarantor and will conform to the description thereof contained in the
Prospectus and the Indenture and, when the Offered Securities have been
authenticated in the manner provided for in the Indenture and delivered against
payment of the purchase price therefor, will constitute valid and legally
binding obligations of each Guarantor, enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

            (i) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Issuers and any person that would give
rise to a valid claim against the Issuers or any Underwriter for a brokerage
commission, finder's fee or other like payment in connection with this offering.

            (j) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Issuers and any person granting such
person the right to require the Issuers to file a registration statement under
the Act with respect to any securities of the Issuers owned or to be owned by
such person or to require the Issuers to include such securities in the
securities registered pursuant to a Registration Statement or in any securities
being registered pursuant to any other registration statement filed by an Issuer
under the Act.

            (k) Except as disclosed in the Prospectus, no consent, approval,
authorization, or order of, or filing with, any governmental agency or body
(including, without limitation, the Federal Communications Commission (the
"FCC")) or any court is required to be obtained or made by the Issuers for the
consummation by the Issuers of the transactions contemplated by this Agreement
in connection with the offer and sale of the Offered Securities by the Issuers,
except such as have been obtained and made under the Act and such as may be
required under state securities laws and except that a copy of this Agreement is
to be filed with the FCC within 30 days of its execution.

            (l) The execution, delivery and performance of this Agreement, and
the consummation of the transactions by the Issuers herein contemplated will not
result in a breach or violation of any of the terms and provisions of, or
constitute a default under any statute, any rule, regulation or order of any
governmental agency or body or any court, domestic or foreign, having
jurisdiction over the Issuers or any of their properties, or any agreement or
instrument to which any such Issuer is a party or by which any such Issuer is
bound or to which any of the properties of any such Issuer is subject, assuming



                                       5

compliance by each holder of Offered Securities of the FCC's "equity/debt"
policies, except where the breach or violation would not have a Material Adverse
Effect, or the charter or by-laws of any such Issuer, and each of Radio and
Capital has full power and authority (corporate and other) to authorize, issue
and sell the Offered Securities pursuant to this Agreement.

            (m) Except as disclosed in the Prospectus, the Issuers have good and
marketable title to all real properties and all other properties and assets
owned by them, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or
to be made thereof by them; and except as disclosed in the Prospectus, the
Issuers hold any leased real or personal property under valid and enforceable
leases or subleases with no exceptions that, individually, or in the aggregate
would have a Material Adverse Effect.

            (n) The Issuers possess adequate certificates, authorities or
permits and hold all necessary licenses (including, without limitation, licenses
issued by the FCC) issued by appropriate governmental agencies or bodies
necessary to conduct the business now operated by them and have not received any
notice of proceedings relating to the revocation or modification of any such
certificate, license, authority or permit that, if determined adversely to the
Issuers, would individually or in the aggregate have a Material Adverse Effect.

            (o) Except as described in the Prospectus, no labor dispute with the
employees of the Issuers or any subsidiary exists or, to the knowledge of the
Issuers, is imminent that might have a Material Adverse Effect.

            (p) The Issuers own, possess or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual property
(collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business
now operated by them, or presently employed by them, and have not received any
notice of infringement of or conflict with asserted rights of others with
respect to any Intellectual Property Rights that, if determined adversely to the
Issuers, would individually or in the aggregate have a Material Adverse Effect.

            (q) The Issuers have filed all necessary federal, state, local and
foreign income and franchise tax returns, except where the failure to file such
returns would not have a Material Adverse Effect and the Issuers have paid all
taxes shown as due thereon; and other than tax deficiencies that the Issuers are
contesting in good faith and for which adequate reserves have been provided,
there is no tax deficiency that has been asserted against the Issuers that
would, individually or in the aggregate, have a Material Adverse Effect.

            (r) No Issuer is in violation of any statute, any rule, regulation,
decision or order of any governmental agency or body or any court, domestic or
foreign, relating to the use, disposal or release of hazardous or toxic
substances or relating to the

                                       6

protection or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, "ENVIRONMENTAL Laws"), owns or operates any real
property contaminated with any substance that is subject to any Environmental
Laws, is liable for any off-site disposal or contamination pursuant to any
Environmental Laws, or is subject to any claim relating to any Environmental
Laws, which violation, contamination, liability or claim would individually or
in the aggregate reasonably be expected to have a Material Adverse Effect; and
the Issuers are not aware of any pending investigation which might reasonably be
expected to lead to such a claim.

            (s) Except as disclosed in the Prospectus, there are no pending
actions, suits, proceedings, inquiries or investigations before or brought by
any court or governmental agency or body (including, without limitation, the
FCC) against or, to the knowledge of the Issuers, affecting the Issuers or any
of their respective properties that, if determined adversely to the Issuers,
would individually or in the aggregate have a Material Adverse Effect, or would
materially and adversely affect the ability of the Issuers to perform their
obligations under this Agreement, or which are otherwise material in the context
of the offer and sale of the Offered Securities; and no such actions, suits or
proceedings are threatened or, to the Issuers' knowledge, contemplated.

            (t) The financial statements included in each Registration Statement
and the Prospectus, present fairly the financial position of the Parent
Guarantor and its consolidated subsidiaries as of the dates shown and their
results of operations and cash flows for the periods shown, and, except as
otherwise disclosed in the Prospectus, such financial statements have been
prepared in conformity with the generally accepted accounting principles in the
United States applied on a consistent basis; and the schedules included in each
Registration Statement present fairly the information required to be stated
therein.

            (u) Since the date of the latest audited financial statements
included in the Prospectus there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties, or results of operations
of the Parent Guarantor and its subsidiaries taken as a whole, and, except as
disclosed in or contemplated by the Prospectus, there has been no dividend or
distribution of any kind declared, paid or made by any Issuer on any class of
its capital stock.

            (v) The statistical and market-related data included in the
Prospectus are based on or derived from sources that the Issuers believe to be
accurate and reliable.

            (w) Each Issuer (i) makes and keeps accurate books and records and
(ii) maintains internal accounting controls that provide reasonable assurance
that (A) transactions are executed in accordance with management's
authorization, (B) transactions are recorded as necessary to permit preparation
of its financial statements, (C) access to its assets is permitted only in
accordance with management's authorization and (D) the reported accountability
for its assets is compared with existing assets at reasonable intervals.



                                       7

            (x) None of Radio, Capital or Parent Guarantor is or, after giving
effect to the offering and sale of the Offered Securities and the application of
the proceeds thereof as described in the Prospectus, will be an "investment
company" as defined in the Investment Company Act of 1940, as amended.

            (y) To the knowledge of the Issuers, each of Deloitte & Touche LLP
and Arthur Andersen LLP, which firms have examined the consolidated financial
statements as set forth in their reports included in the Prospectus, is an
independent public accounting firm within the meaning of the Act and the rules
and regulations thereunder.

            (z) Parent Guarantor is subject to the reporting requirements of
either Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and
files reports with the Commission on the Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system.

      3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, each Issuer agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Issuers, at a purchase price of ___% of the principal amount thereof
plus accrued interest from the Closing Date (as hereinafter defined), the
respective principal amounts of Offered Securities set forth opposite the names
of the Underwriters in Schedule A hereto.

            The Issuers will deliver against payment of the purchase price the
Offered Securities in the form of one or more permanent global Securities in
definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as nominee for DTC. Interests in any permanent global Securities
will be held only in book-entry form through DTC, except in the limited
circumstances described in the Prospectus. Payment for the Offered Securities
shall be made by the Underwriters in Federal (same day) funds by official bank
check or checks or wire transfer to an account at a bank acceptable to Credit
Suisse First Boston Corporation ("CSFBC") designated by the Issuers at the
office of Weil, Gotshal & Manges LLP at 10:00 A.M., (New York time), on March ,
2002, or at such other time not later than seven full business days thereafter
as CSFBC and the Issuers determine, such time being herein referred to as the
"CLOSING DATE", against delivery to the Trustee as custodian for DTC of the
Global Securities representing all of the Offered Securities. The Global
Securities will be made available for checking at the above office at least 24
hours prior to the Closing Date.

      4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

      5. Certain Agreements of the Issuers. Each of the Issuers agrees with the
several Underwriters that:


                                       8

            (a) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement, the Issuers will file the
Prospectus with the Commission pursuant to and in accordance with subparagraph
(1) (or, if applicable and if consented to by CSFBC and Deutsche Banc Alex.
Brown Inc. ("DBAB"), subparagraph (4)) of Rule 424(b) not later than the earlier
of (i) the second business day following the execution and delivery of this
Agreement) and (ii) the fifteenth business day after the Effective Date of the
Initial Registration Statement.

The Issuers will advise CSFBC and DBAB promptly of any such filing pursuant to
Rule 424(b). If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement and an additional
registration statement is necessary to register a portion of the Offered
Securities under the Act but the Effective Time thereof has not occurred as of
such execution and delivery, the Issuers will file the additional registration
statement or, if filed, will file a post-effective amendment thereto with the
Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00
P.M., New York time, on the date of this Agreement or, if earlier, on or prior
to the time the Prospectus is printed and distributed to any Underwriter, or
will make such filing at such later date as shall have been consented to by
CSFBC and DBAB.

            (b) The Issuers will advise CSFBC and DBAB promptly of any proposal
to amend or supplement the initial or any additional registration statement as
filed or the related prospectus or the Initial Registration Statement, the
Additional Registration Statement (if any) or the Prospectus and will not effect
such amendment or supplementation without the consent of CSFBC and DBAB; and the
Issuers will also advise CSFBC and DBAB promptly of the effectiveness of each
Registration Statement (if its Effective Time is subsequent to the execution and
delivery of this Agreement) and of any amendment or supplementation of a
Registration Statement or the Prospectus and of the institution by the
Commission of any stop order proceedings in respect of a Registration Statement
and will use its best efforts to prevent the issuance of any such stop order and
to obtain as soon as possible its lifting, if issued.

            (c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection with sales by
any Underwriter or dealer, any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the Prospectus to comply
with the Act, the Issuers will promptly notify CSFBC and DBAB of such event and
will promptly prepare and file with the Commission, at its own expense, an
amendment or supplement which will correct such statement or omission or an
amendment which will effect such compliance. Neither the consent to of CSFBC and
DBAB, nor the Underwriters' delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6.

            (d) As soon as practicable, but not later than the Availability Date
(as defined below), the Issuers will make generally available to their
securityholders an


                                       9

earnings statement of Parent Guarantor covering a period of at least 12 months
beginning after the Effective Date of the Initial Registration Statement (or, if
later, the Effective Date of the Additional Registration Statement) which will
satisfy the provisions of Section 11(a) of the Act. For the purpose of the
preceding sentence, "AVAILABILITY DATE" means the 45th day after the end of the
fourth fiscal quarter following the fiscal quarter that includes such Effective
Date, except that, if such fourth fiscal quarter is the last quarter of an
Issuer's fiscal year, "AVAILABILITY DATE" means the 90th day after the end of
such fourth fiscal quarter.

            (e) The Issuers will furnish to the Representatives copies of each
Registration Statement (five of which will be signed and will include all
exhibits), each related preliminary prospectus, and, so long as a prospectus
relating to the Offered Securities is required to be delivered under the Act in
connection with sales by any Underwriter or dealer, the Prospectus and all
amendments and supplements to such documents, in each case in such quantities as
CSFBC and DBAB request. The Prospectus shall be so furnished on or prior to 3:00
P.M., New York time, on the business day following the later of the execution
and delivery of this Agreement or the Effective Time of the Initial Registration
Statement. All other documents shall be so furnished as soon as available. The
Issuers will pay the expenses of printing and distributing to the Underwriters
all such documents.

            (f) The Issuers will arrange for the qualification of the Offered
Securities for sale under the laws of such jurisdictions as CSFBC and DBAB
designate and will continue such qualifications in effect so long as required
for the distribution.

            (g) The Issuers agree with the several Underwriters that the Issuers
will pay all expenses incident to the performance of their obligations under
this Agreement, for any filing fees and other expenses (including reasonable
fees and disbursements of counsel) incurred in connection with qualification of
the Offered Securities for sale under the laws of such jurisdictions as CSFBC
and DBAB designate and the printing of memoranda relating thereto, for any fees
charged by investment rating agencies for the rating of the Offered Securities,
for any travel expenses of the Issuers' officers and employees and any other
expenses of the Issuers in connection with attending or hosting meetings with
prospective purchasers of the Offered Securities and for expenses incurred in
distributing preliminary prospectuses and the Prospectus (including any
amendments and supplements thereto) to the Underwriters.

      6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Offered Securities on the
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Issuers herein, to the accuracy of the statements
of officers of the Issuers made pursuant to the provisions hereof, to the
performance by each Issuer of its obligations hereunder and to the following
additional conditions precedent:

            (a) (i) The Representatives shall have received a letter, dated the
date of delivery thereof (which, if the Effective Time of the Initial
Registration Statement


                                       10

is prior to the execution and delivery of this Agreement, shall be on or prior
to the date of this Agreement or, if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, shall be prior to the filing of the amendment or post-effective
amendment to the registration statement to be filed shortly prior to such
Effective Time), of Arthur Andersen LLP confirming that they are independent
public accountants within the meaning of the Act and the applicable published
Rules and Regulations thereunder and stating to the effect that:

                        (A) in their opinion the financial statements and
                  schedules examined by them and included or incorporated by
                  reference in the Registration Statements comply as to form in
                  all material respects with the applicable accounting
                  requirements of the Act and the related published Rules and
                  Regulations;

                        (B) with respect to the audited financial statements of
                  the Parent Guarantor for the year ended December 31, 2001
                  only, on the basis of a reading of the latest available
                  interim financial statements of the Parent Guarantor,
                  inquiries of officials of the Parent Guarantor who have
                  responsibility for financial and accounting matters and other
                  specified procedures, nothing came to the attention of Arthur
                  Andersen LLP that caused them to believe that:

                              (1) at the date of the latest available balance
                        sheet read by such accountants, or at a subsequent
                        specified date not more than three business days prior
                        to the date of this Agreement, there was any change in
                        the capital stock or any increase in long-term debt of
                        the Parent Guarantor and its consolidated subsidiaries
                        or, at the date of the latest available balance sheet
                        read by such accountants, there was any decrease in
                        consolidated net current assets, as compared with
                        amounts shown on the latest balance sheet included in
                        the Prospectus; or

                              (2) for the period from the closing date of the
                        latest income statement included in the Prospectus to
                        the closing date of the latest available income
                        statement read by such accountants there were any
                        decreases, as compared with the corresponding period of
                        the previous year, in consolidated net broadcast
                        revenue, net income (loss) or in the total or per share
                        amounts of consolidated income (loss) before
                        extraordinary items;

                  except in all cases set forth in clauses (1) and (2) above for
                  changes, increases or decreases which the Prospectus discloses
                  have occurred or may occur or which are described in such
                  letter; and

                        (C) they have compared specified dollar amounts (or
                  percentages derived from such dollar amounts) and other
                  financial



                                       11

                  information contained in the Registration Statements (in each
                  case to the extent that such dollar amounts, percentages and
                  other financial information are derived from the general
                  accounting records of the Parent Guarantor and its
                  subsidiaries subject to the internal controls of the Parent
                  Guarantor's accounting system or are derived directly from
                  such records by analysis or computation) with the results
                  obtained from inquiries, a reading of such general accounting
                  records and other procedures specified in such letter and have
                  found such dollar amounts, percentages and other financial
                  information to be in agreement with such results, except as
                  otherwise specified in such letter.

                  (ii) The Representatives shall have received a letter, dated
            the date of delivery thereof (which, if the Effective Time of the
            Initial Registration Statement is prior to the execution and
            delivery of this Agreement, shall be on or prior to the date of this
            Agreement or, if the Effective Time of the Initial Registration
            Statement is subsequent to the execution and delivery of this
            Agreement, shall be prior to the filing of the amendment or
            post-effective amendment to the registration statement to be filed
            shortly prior to such Effective Time), of Deloitte & Touche LLP
            confirming that they are independent public accountants within the
            meaning of the Act and the applicable published Rules and
            Regulations thereunder and stating to the effect that in their
            opinion the financial statements and schedules examined by them and
            included or incorporated by reference in the Registration Statements
            comply as to form in all material respects with the applicable
            accounting requirements of the Act and the related published Rules
            and Regulations.

            For purposes of this subsection, (i) if the Effective Time of the
Initial Registration Statement is subsequent to the execution and delivery of
this Agreement, "REGISTRATION STATEMENTS" shall mean the initial registration
statement as proposed to be amended by the amendment or post-effective amendment
to be filed shortly prior to its Effective Time, (ii) if the Effective Time of
the Initial Registration Statement is prior to the execution and delivery of
this Agreement but the Effective Time of the Additional Registration is
subsequent to such execution and delivery, "REGISTRATION STATEMENTS" shall mean
the Initial Registration Statement and the additional registration statement as
proposed to be filed or as proposed to be amended by the post-effective
amendment to be filed shortly prior to its Effective Time, and (iii)
"PROSPECTUS" shall mean the prospectus included in the Registration Statements.

            (b) If the Effective Time of the Initial Registration Statement is
not prior to the execution and delivery of this Agreement, such Effective Time
shall have occurred not later than 10:00 P.M., New York time, on the date of
this Agreement or such later date as shall have been consented to by CSFBC. If
the Effective Time of the Additional Registration Statement (if any) is not
prior to the execution and delivery of this Agreement, such Effective Time shall
have occurred not later than 10:00 P.M., New York time, on the date of this
Agreement or, if earlier, the time the Prospectus is printed and distributed to
any Underwriter, or shall have occurred at such later date as shall have


                                       12

been consented to by the Representatives. If the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this Agreement,
the Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) of this Agreement. Prior to the Closing
Date, no stop order suspending the effectiveness of a Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Issuers or the Representatives, shall be
contemplated by the Commission.

            (c) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any change, or any development or event
involving a prospective change, in the condition (financial or other), business,
properties or results of operations of the Issuers which, in the judgment of the
Representatives, is material and adverse and makes it impractical or inadvisable
to proceed with completion of the public offering or the sale of and payment for
the Offered Securities; (ii) any downgrading in the rating of any debt
securities or preferred stock of Parent Guarantor, Radio or Capital by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of any debt securities
or preferred stock of Parent Guarantor, Radio or Capital (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (iii) any material
adverse change in U.S. or international financial, political or economic
conditions shall have occurred as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed with the proposed
issue, sale or distribution of the Offered Securities; (iv) any suspension or
limitation of trading in securities generally on The New York Stock Exchange, or
any setting of minimum prices for trading on such exchange, or any suspension of
trading of any securities of Parent Guarantor, Radio or Capital on any exchange
or in the over-the-counter market; (v) any banking moratorium declared by U.S.
Federal, New York or Pennsylvania authorities; (vi) any major disruption of
settlements of securities or clearance services in the United States that would
materially impair settlement and clearance with respect to the Offered
Securities; or (vii) any attack on, outbreak or escalation of hostilities or act
of terrorism involving the United States, any declaration of war by Congress or
any other substantial national or international calamity or emergency if, in the
judgment of the Representatives, the effect of any such attack, outbreak,
escalation, act, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the public offering or the sale of and
payment for the Offered Securities.

            (d) The Representatives shall have received an opinion, dated the
Closing Date, of Latham & Watkins, counsel for the Issuers, substantially in the
form attached hereto as Exhibit A.

            (e) The Representatives shall have received an opinion, dated the
Closing Date, of John C. Donlevie, Esq., General Counsel to the Issuers, or such
other counsel reasonably acceptable to the Underwriters, substantially in the
form attached hereto as Exhibit B.


                                       13

            (f) The Representatives shall have received an opinion, dated the
Closing Date, of Leventhal, Senter & Lerman PLLC, in their capacity as FCC
counsel for the Issuers, substantially in the form attached hereto as Exhibit C.

            (g) The Representatives shall have received from Weil, Gotshal &
Manges LLP, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the Registration Statements, the Prospectus and
other related matters as the Representatives may reasonably require.

            (h) The Representatives shall have received a certificate, dated the
Closing Date, of the President or any Vice President and a principal financial
or accounting officer of each of Radio and Capital in which such officers, to
the best of their knowledge after reasonable investigation, shall state that:
the representations and warranties of the Issuers in this Agreement are true and
correct as though made on the Closing Date; the Issuers have complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date; no stop order suspending the
effectiveness of any Registration Statement has been issued and no proceedings
for that purpose have been instituted or are contemplated by the Commission; the
Additional Registration Statement (if any) satisfying the requirements of
subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b),
including payment of the applicable filing fee in accordance with Rule 111(a) or
(b) under the Act, prior to the time the Prospectus was printed and distributed
to any Underwriter; and, subsequent to the date of the most recent financial
statements in the Prospectus, there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations of
Parent Guarantor and its subsidiaries taken as a whole except as set forth in or
contemplated by the Prospectus or as described in such certificate.

            (i) The Representatives shall have received letters, dated the
Closing Date, of Deloitte & Touche LLP and Arthur Andersen LLP which meet the
requirements of subsection (a) of this Section, except that the specified date
referred to in such subsection will be a date not more than three business days
prior to the Closing Date for the purposes of this subsection.

            (j) The Issuers shall have obtained all requisite approvals,
consents and/or waivers under the Credit Agreement, dated as of December 16,
1999, as amended, by and among the Company, as a guarantor, Radio, as borrower,
the guarantors named therein, the lenders named therein, Key Corporate Capital
Inc., as Administrative Agent and Co-Documentation Agent, and Bank Of America,
N.A., as Syndication Agent and Co-Documentation Agent.

The Issuers will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. The Representatives may in their discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters hereunder.


                                       14

      7. Indemnification and Contribution. (a) The Issuers will indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any, who controls such Underwriter within the meaning of Section 15
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of the Prospectus, in
light of the circumstances in which they were made) not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Issuers will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Issuers by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below; and provided, further,
that with respect to any untrue statement or alleged untrue statement in or
omission or alleged omission from any preliminary prospectus, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased the Offered Securities concerned, to the extent that a
prospectus relating to such Offered Securities was required to be delivered by
such Underwriter under the Act in connection with such purchase and any such
loss, claim, damage or liability of such Underwriter results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Offered Securities to such person, a copy of
the Prospectus if the Issuers have previously furnished such quantity of copies
thereof to such Underwriter.

            (b) Each Underwriter will severally and not jointly indemnify and
hold harmless the Issuers against any losses, claims, damages or liabilities to
which the Issuers may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Issuers by such Underwriter through the
Representatives specifically for use therein, and


                                       15

will reimburse any legal or other expenses reasonably incurred by the Issuers in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred, it being understood and
agreed that the only such information furnished by any Underwriter consists of
the following information in the Prospectus furnished on behalf of each
Underwriter: the information contained in the seventh paragraph under the
caption "Underwriting."

            (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party
under subsection (a) or (b) above, notify an indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is
brought against any indemnified party and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.

            (d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuers on the one hand and the Underwriters on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Issuers on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Issuers on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses)


                                       16

received by the Issuers bear to the total underwriting discounts and commissions
received by the Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuers or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

            (e) The obligations of the Issuers under this Section shall be in
addition to any liability which the Issuers may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Issuers, to each officer of the Issuers
who has signed a Registration Statement and to each person, if any, who controls
the Issuers within the meaning of the Act.

      8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on the Closing Date
and the aggregate principal amount of Offered Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of Offered Securities that the Underwriters are
obligated to purchase on the Closing Date, the Representatives may make
arrangements satisfactory to the Issuers for the purchase of


                                       17

such Offered Securities by other persons, including any of the Underwriters, but
if no such arrangements are made by the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Offered Securities that such defaulting
Underwriters agreed but failed to purchase on the Closing Date. If any
Underwriter or Underwriters so default and the aggregate principal amount of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total principal amount of Offered Securities that the Underwriters
are obligated to purchase on the Closing Date and arrangements satisfactory to
the Representatives and the Issuers for the purchase of such Offered Securities
by other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter
or the Issuers, except as provided in Section 9 (provided that if such default
occurs with respect to Optional Securities after the First Closing Date, this
Agreement will not terminate as to the Offered Securities or any Optional
Securities purchased prior to such termination). As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section 8. Nothing herein will relieve a defaulting Underwriter from liability
for its default.

      9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Issuers or their respective officers and of the several Underwriters set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by
or on behalf of any Underwriter, the Issuers or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Offered Securities. If this Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Underwriters is not consummated, the Issuers shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5(g) and the respective obligations of the Issuers and the Underwriters
pursuant to Section 7 shall remain in effect, and if any Offered Securities have
been purchased hereunder the representations and warranties in Section 2 and all
obligations under Section 5 shall also remain in effect. If the purchase of the
Offered Securities by the Underwriters is not consummated for any reason other
than solely because of the termination of this Agreement pursuant to Section 8
or the occurrence of any event specified in clause (iii), (iv), (v), (vii) or
(viii) of Section 6(c), the Issuers will reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.

      10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representatives, c/o Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, or,
if sent to the Issuers, will be mailed, delivered or telegraphed and confirmed
to it at 401 City Avenue, Suite 409, Bala Cynwyd, Pennsylvania 19004, Attention:
John C. Donlevie, Esq.; provided, however, that any notice to an Underwriter
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Underwriter.

      11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.

      12. Representation of Underwriters. The Representatives will act for the
several Underwriters in connection with this financing, and any action under
this


                                       18

Agreement taken by the Representatives or by CSFBC will be binding upon all the
Underwriters.

      13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

      14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

            The Issuers hereby submit to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.




                                       19

            If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to Issuers one of the
counterparts hereof, whereupon it will become a binding agreement between the
Issuers and the several Underwriters in accordance with its terms.

                                            Very truly yours,

                                            ENTERCOM RADIO, LLC



                                            By:  _______________________________
                                                 Name:
                                                 Title:





                                            ENTERCOM CAPITAL, INC.



                                            By:  _______________________________
                                                 Name:
                                                 Title:





                                            ENTERCOM COMMUNICATIONS CORP.



                                            By:  _______________________________
                                                 Name:
                                                 Title:





                                      S-1

                                     ENTERCOM BOSTON, LLC
                                     ENTERCOM BOSTON LICENSE, LLC
                                     ENTERCOM BUFFALO, LLC
                                     ENTERCOM BUFFALO LICENSE, LLC
                                     ENTERCOM DENVER, LLC
                                     ENTERCOM DENVER LICENSE, LLC
                                     DELAWARE EQUIPMENT HOLDINGS, LLC
                                     ENTERCOM GAINESVILLE, LLC
                                     ENTERCOM GAINESVILLE LICENSE, LLC
                                     ENTERCOM GREENSBORO, LLC
                                     ENTERCOM GREENSBORO LICENSE, LLC
                                     ENTERCOM GREENVILLE, LLC
                                     ENTERCOM GREENVILLE LICENSE, LLC
                                     ENTERCOM INTERNET HOLDING, LLC
                                     ENTERCOM KANSAS CITY, LLC
                                     ENTERCOM KANSAS CITY LICENSE, LLC
                                     ENTERCOM LONGVIEW, LLC
                                     ENTERCOM LONGVIEW LICENSE, LLC
                                     ENTERCOM MADISON, LLC
                                     ENTERCOM MADISON LICENSE, LLC
                                     ENTERCOM MEMPHIS, LLC
                                     ENTERCOM MEMPHIS LICENSE, LLC
                                     ENTERCOM MILWAUKEE, LLC
                                     ENTERCOM MILWAUKEE LICENSE, LLC
                                     ENTERCOM NEW ORLEANS, LLC
                                     ENTERCOM NEW ORLEANS LICENSE, LLC
                                     ENTERCOM NORFOLK, LLC
                                     ENTERCOM NORFOLK LICENSE, LLC
                                     ENTERCOM PORTLAND, LLC
                                     ENTERCOM PORTLAND LICENSE, LLC
                                     ENTERCOM ROCHESTER, LLC
                                     ENTERCOM ROCHESTER LICENSE, LLC
                                     ENTERCOM SACRAMENTO, LLC
                                     ENTERCOM SACRAMENTO LICENSE, LLC
                                     ENTERCOM SEATTLE, LLC
                                     ENTERCOM SEATTLE LICENSE, LLC
                                     ENTERCOM WICHITA, LLC
                                     ENTERCOM WICHITA LICENSE, LLC
                                     ENTERCOM WILKES-BARRE SCRANTON, LLC



                                     By:  _______________________________
                                          Name:
                                          Title:


                                       S-

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC.
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
   Acting on behalf of themselves and as
   the Representatives of the several
   Underwriters

By:  CREDIT SUISSE FIRST BOSTON CORPORATION


By: ______________________________________________
    Title:


                                       S-

                                   SCHEDULE A





                     UNDERWRITER                                               PRINCIPAL AMOUNT OF OFFERED
                     -----------                                                       SECURITIES
                                                                           
Credit Suisse First Boston Corporation..................................      $
Deutsche Banc Alex. Brown Inc...........................................
Banc of America Securities LLC..........................................
Morgan Stanley & Co. Incorporated.......................................



                                                                                --------------------------

                                  Total...................................    $
                                                                                ==========================



                                      A-1

                                    EXHIBIT A

                           Opinion of Latham & Watkins



                                      B-1

                                    EXHIBIT B

                            Opinion of John Donlevie


                                       B-2

                                    EXHIBIT C

                   Opinion of Leventhal, Senter & Lerman PLLC



                                       B-3

EX-4.4

                                                                     EXHIBIT 4.4

                               ENTERCOM RADIO, LLC

                             ENTERCOM CAPITAL, INC.

                                 as Co-Issuers;

                                       and

                                  HSBC BANK USA

                                   as Trustee

   Guaranteed to the extent set forth therein by the Guarantors named herein.

                                     FORM OF

                                    INDENTURE

                        dated as of _______________, 2002

                                TABLE OF CONTENTS



                                                                                                                                PAGE
                                                                                                                             
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE...............................................................................1

      Section 1.01              Certain Definitions................................................................................4
      Section 1.02              Other Definitions..................................................................................4
      Section 1.03              Incorporation by Reference of Trust Indenture Act..................................................5
      Section 1.04              Rules of Construction..............................................................................5

ARTICLE 2 THE SECURITIES ..........................................................................................................5

      Section 2.01              Unlimited In Amount, Issuable In Series, Form and Dating...........................................5
      Section 2.02              Execution and Authentication.......................................................................8
      Section 2.03              Registrar and Paying Agent.........................................................................8
      Section 2.04              Paying Agent to Hold Money in Trust................................................................9
      Section 2.05              Securityholder Lists...............................................................................9
      Section 2.06              Transfer and Exchange..............................................................................9
      Section 2.07              Replacement Securities............................................................................10
      Section 2.08              Outstanding Securities............................................................................10
      Section 2.09              Temporary Securities..............................................................................11
      Section 2.10              Cancellation......................................................................................11
      Section 2.11              Defaulted Interest................................................................................11
      Section 2.12              Special Record Dates..............................................................................11
      Section 2.13              Global Securities.................................................................................12
      Section 2.14              CUSIP Numbers.....................................................................................13

ARTICLE 3 REDEMPTION .............................................................................................................14

      Section 3.01              Notices to Trustee................................................................................14
      Section 3.02              Selection of Securities to Be Redeemed............................................................14
      Section 3.03              Notice of Redemption..............................................................................14
      Section 3.04              Effect of Notice of Redemption....................................................................15
      Section 3.05              Deposit of Redemption Price.......................................................................16
      Section 3.06              Securities Redeemed or Purchased in Part..........................................................16

ARTICLE 4 COVENANTS ..............................................................................................................16

      Section 4.01              Payment of Securities.............................................................................16
      Section 4.02              Maintenance of Office or Agency...................................................................16
      Section 4.03              Reports...........................................................................................17
      Section 4.04              Compliance Certificate............................................................................17
      Section 4.05              Taxes.............................................................................................18
      Section 4.06              Stay, Extension and Usury Laws....................................................................18
      Section 4.07              Calculation of Original Issue Discount............................................................18

ARTICLE 5 SUCCESSORS .............................................................................................................19


                                       i

                                                                                                                              
      Section 5.01              When Company May Merge, etc.......................................................................19
      Section 5.02              Successor Person Substituted......................................................................19

ARTICLE 6 DEFAULTS AND REMEDIES...................................................................................................20

      Section 6.01              Events of Default.................................................................................20
      Section 6.02              Acceleration......................................................................................21
      Section 6.03              Other Remedies....................................................................................21
      Section 6.04              Waiver of Past Defaults...........................................................................22
      Section 6.05              Control by Majority...............................................................................22
      Section 6.06              Limitation on Suits...............................................................................22
      Section 6.07              Rights of Holders to Receive Payment..............................................................23
      Section 6.08              Collection Suit by Trustee........................................................................23
      Section 6.09              Trustee May File Proofs of Claim..................................................................23
      Section 6.10              Priorities........................................................................................24
      Section 6.11              Undertaking for Costs.............................................................................24

ARTICLE 7 TRUSTEE ................................................................................................................25

      Section 7.01              Duties of Trustee.................................................................................25
      Section 7.02              Rights of Trustee.................................................................................26
      Section 7.03              Individual Rights of Trustee......................................................................27
      Section 7.04              Trustee's Disclaimer..............................................................................27
      Section 7.05              Notice of Defaults................................................................................27
      Section 7.06              Reports by Trustee to Holders.....................................................................27
      Section 7.07              Compensation and Indemnity........................................................................28
      Section 7.08              Replacement of Trustee............................................................................28
      Section 7.09              Successor Trustee by Merger, etc..................................................................30
      Section 7.10              Eligibility; Disqualification.....................................................................30
      Section 7.11              Preferential Collection of Claims Against Company.................................................30

ARTICLE 8 SATISFACTION AND DISCHARGE; DEFEASANCE..................................................................................30

      Section 8.01              Satisfaction and Discharge........................................................................30
      Section 8.02              Option to Effect Legal Defeasance or Covenant Defeasance..........................................31
      Section 8.03              Legal Defeasance and Discharge....................................................................31
      Section 8.04              Covenant Defeasance...............................................................................32
      Section 8.05              Conditions to Legal or Covenant Defeasance........................................................32
      Section 8.06              Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.....33
      Section 8.07              Repayment to Company..............................................................................34
      Section 8.08              Reinstatement.....................................................................................34

ARTICLE 9 SUPPLEMENTS, AMENDMENTS AND WAIVERS.....................................................................................35

      Section 9.01              Without Consent of Holders........................................................................35
      Section 9.02              With Consent of Holders...........................................................................35
      Section 9.03              Revocation and Effect of Consents.................................................................36



                                       ii

                                                                                                                              
      Section 9.04              Notation on or Exchange of Securities.............................................................37
      Section 9.05              Trustee to Sign Amendments, etc...................................................................37

ARTICLE 10 GUARANTEES ............................................................................................................37

      Section 10.01             Guarantee.........................................................................................37

ARTICLE 11 MISCELLANEOUS .........................................................................................................37

      Section 11.01             Indenture Subject to Trust Indenture Act..........................................................37
      Section 11.02             Notices...........................................................................................37
      Section 11.03             Communication By Holders With Other Holders.......................................................39
      Section 11.04             Certificate and Opinion as to Conditions Precedent................................................39
      Section 11.05             Statements Required in Certificate or Opinion.....................................................39
      Section 11.06             Rules by Trustee and Agents.......................................................................40
      Section 11.07             Legal Holidays....................................................................................40
      Section 11.08             No Recourse Against Others........................................................................40
      Section 11.09             Counterparts......................................................................................40
      Section 11.10             Governing Law.....................................................................................40
      Section 11.11             Submission to Jurisdiction; Service of Process; Waiver of Jury Trial..............................40
      Section 11.12             Severability......................................................................................41
      Section 11.13             Effect of Headings, Table of Contents, etc........................................................41
      Section 11.14             Successors and Assigns............................................................................41
      Section 11.15             No Interpretation of Other Agreements.............................................................41



                                      iii

                             CROSS-REFERENCE TABLE*

TRUST INDENTURE
  ACT SECTION                                                  INDENTURE SECTION
  -----------                                                  -----------------

310(a)(1) .................................................................7.10
      (a)(2) ..............................................................7.10
      (a)(3) ..............................................................N.A.
      (a)(4) ..............................................................N.A.
      (a)(5) ..............................................................7.10
      (b) .....................................................7.03, 7.08; 7.10
      (c) .................................................................N.A.
311(a) ....................................................................7.11
      (b) .................................................................7.11
      (c) .................................................................N.A.
312(a) ....................................................................2.05
      (b).................................................................11.03
      (c).................................................................11.03
313(a) ....................................................................7.06
      (b)(1) ...............................................................N.A.
      (b)(2)................................................................7.06
      (c) ..........................................................7.06; 11.02
      (d) .................................................................7.06
314(a) .......................................................4.03; 10.02; 11.05
      (b) .................................................................N.A.
      (c)(1) .............................................................11.04
      (c)(2) .............................................................11.04
      (c)(3)  .............................................................N.A.
      (d) .................................................................N.A.
      (e) ................................................................11.05
      (f) .................................................................N.A.
315(a) .......................................................7.01(b)(ii), 7.02
      (b) ....................................................7.02, 7.05; 10.02
      (c) ........................................................7.01(a), 7.02
      (d)  .......................................................7.01(d), 7.02
      (e)  ................................................................6.11
316(a)(last sentence)  .................................................2.13(f)
      (a)(1)(A) ...........................................................6.05
      (a)(1)(B)  ..........................................................6.04
      (a)(2)  .............................................................N.A.
      (b)  ................................................................6.07
      (c)  ..........................................................2.12; 9.03
317(a)(1)  ................................................................6.08
      (a)(2)  .............................................................6.09
      (b)  ................................................................2.04
318(a) ...................................................................11.01
      (b) .................................................................N.A.
      (c).................................................................11.01
*
- ------------------

N.A. means not applicable.

* THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.

         INDENTURE dated as of _______________, 2002 by and among Entercom
Radio, LLC, a Delaware limited liability company, Entercom Capital, Inc., a
Delaware corporation (individually, and collectively, the "Company"), as the
joint and several obligors, the guarantors listed on Schedule 1 hereto (herein
called the "Guarantors") and HSBC Bank USA, a New York banking corporation and
trust company, as Trustee (the "Trustee").

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of each series of the
Securities:

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01            CERTAIN DEFINITIONS.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided, however, that beneficial ownership of 10% or
more of the Voting Securities of a Person shall be deemed to be a controlling
interest in such Person. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings.

         "Agent" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

         "Board of Directors" means, with respect to any Person, the board of
directors of such Person (or, if such Person is a limited liability company, the
board of managers of such Person) or similar governing body or any authorized
committee thereof.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors or pursuant to authorization by the Board of Directors
and to be in full force and effect on the date of such certification (and
delivered to the Trustee, if appropriate).

         "Business Day" means any day other than a Legal Holiday.

         "Closing Date" means the date on which the Securities of a particular
series were originally issued under this Indenture.

         "Commission" means the Securities and Exchange Commission.


                                       1

                        "Company" means the party named as such above until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

                        "Company Order" means a written order signed in the name
of the Company by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting officer
and delivered to the Trustee.

                        "Company Request" means a written request signed in the
name of the Company by its Chairman of the Board, a President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

                        "Corporate Trust Office" shall mean the corporate trust
office of the Trustee, which shall initially be HSBC Bank USA, 452 Fifth Avenue,
New York, New York 10018.

                        "Default" means any event that is, or with the passage
of time or the giving of notice or both would be, an Event of Default.

                        "Depositary" means, with respect to the Securities of
any series issuable or issued in whole or in part in the form of one or more
Global Securities, the person designated as Depositary for such series by the
Company, which Depositary shall be a clearing agency

registered under the Exchange Act; and if at any time there is more than one
such person, "Depositary" as used with respect to the Securities of any series
shall mean the Depositary with respect to the Securities of such series.

                        "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time.

                        "GAAP" means generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are applicable to the circumstances as of
the Closing Date.

                        "Global Security" shall mean a Security issued to
evidence all or a part of any series of Securities that is executed by the
Company and authenticated and delivered by the Trustee to a Depositary or
pursuant to such Depositary's instructions, all in accordance

with this Indenture and pursuant to Section 2.01, which shall be registered as
to principal and interest in the name of such Depositary or its nominee.

                        "Guarantee" means the guarantee by any Guarantor of the
obligations under this Indenture.

                        "Holder" or "Securityholder" means a Person in whose
name a Security is registered in the register of Securities kept by the
Registrar.

                        "Indenture" means this Indenture, as amended or
supplemented from time to time.


                                       2

                        "Interest" when used with respect to an Original Issue
Discount Security that by its terms bears interest only after maturity, means
interest payable after maturity.

                        "maturity" when used with respect to any Security, means
the date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at stated
maturity or by declaration of acceleration, call for

redemption or otherwise.

                        "Officer" means, with respect to any Person, the
Chairman of the Board, a Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, any Vice-President, the
Treasurer, the Controller, the Secretary, any Assistant Treasurer

or any Assistant Secretary of such Person.

                        "Officers' Certificate" means a certificate signed by
two or more Officers, one of whom must be the principal executive officer,
principal financial officer or principal accounting officer of the Company that
meets the requirements of Section 11.05 hereof.

                        "Opinion of Counsel" means an opinion from legal counsel
who is reasonably acceptable to the Trustee that meets the requirements of
Section 11.05 hereof. The counsel may be an employee of or counsel to the
Company or the Trustee.

                        "Original Issue Discount Security" means any Security
which provides that an amount less than its principal amount is due and payable
upon acceleration after an Event of Default.

                        "Person" means any individual, corporation, partnership,
joint venture, association, limited liability company, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

                        "principal" of a Security means the principal amount due
on the stated maturity of the Security plus the premium, if any, on the
Security.

                        "Securities" means the Securities authenticated and
delivered under this Indenture.

                        "Securities Act" means the Securities Act of 1933, as
amended from time to time.

                        "stated maturity" when used with respect to any Security
or any installment of interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of interest is due and payable.

                        "Subsidiary" means, with respect to any specified
Person: (i) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees of the corporation, association or other
business entity is at the time owned or controlled, directly or indirectly, by
that Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such


                                       3

Person or (b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof).

                        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA provided, however, that in the event the TIA is amended
after such date, "TIA" means, to the extent required by
such amendment, the Trust Indenture Act, as amended.

                        "Trust Officer" when used with respect to the Trustee,
means any officer with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

                        "Trustee" means the party named as such above until a
successor becomes such pursuant to this Indenture and thereafter means or
includes each party who is then a trustee hereunder, and if at any time there is
more than one such party, "Trustee" as used with respect to the Securities of
any series means the Trustee with respect to Securities of that series. If
Trustees with respect to different series of Securities are trustees under this
Indenture, nothing herein shall constitute the Trustees co-trustees of the same
trust, and each Trustee shall be the trustee of a trust separate and apart from
any trust administered by any other Trustee with respect to a different series
of Securities.

                        "U.S. Government Obligations" means securities that are
(i) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a person controlled
or supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America that is not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt.

SECTION 1.02            OTHER DEFINITIONS.

Term                                                Defined in Section
- ----                                                ------------------

"Bankruptcy Law"                                                   6.01
"Custodian"                                                        6.01
"Event of Default"                                                 6.01
"Legal Holiday"                                                   11.07
"Paying Agent"                                                     2.03
"Place of Payment"                                                 2.01
"redemption price"                                                 3.03
"Registrar"                                                        2.03


                                       4

SECTION 1.03            INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                        Whenever this Indenture refers to a provision of the
TIA, the provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:

                        "indenture securities" means the Securities.

                        "indenture securityholder" means a Securityholder.

                        "indenture to be qualified" means this Indenture.

                        "indenture trustee" or "institutional trustee" means the
Trustee.

                        "obligor" on the Securities means the Company and any
Guarantor and any successor obligor on the Securities.

                        All other terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or defined by Commission
rule under the TIA have the meanings so assigned to them.

SECTION 1.04            RULES OF CONSTRUCTION.

                        Unless the context otherwise requires:

                                    (i)      a term has the meaning assigned to
                                             it;

                                    (ii)     an accounting term not otherwise
                                             defined has the meaning assigned to
                                             it in accordance with GAAP;

                                    (iii)    "or" is not exclusive;

                                    (iv)     words in the singular include the
                                             plural, and in the plural include
                                             the singular;

                                    (v)      provisions apply to successive
                                             events and transactions; and

                                    (vi)     references to sections of or rules
                                             under the Securities Act shall be
                                             deemed to include substitute,
                                             replacement of successor sections
                                             or rules adopted by the SEC from
                                             time to time.

                                    ARTICLE 2
                                 THE SECURITIES

SECTION 2.01            UNLIMITED IN AMOUNT, ISSUABLE IN SERIES, FORM AND
                        DATING.


                                       5

                        The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution or an Officers'

Certificate pursuant to authority granted under a Board Resolution or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

                        (a) the title of the Securities of the series (which
shall distinguish the Securities of the series from all other Securities);

                        (b) any limit upon the aggregate principal amount of
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to this Article 2);

                        (c) the price or prices (expressed as a percentage of
the aggregate principal amount thereof) at which the Securities of the series
will be issued;

                        (d) the date or dates on which the principal of the
Securities of the series is payable;

                        (e) the rate or rates that may be fixed or variable at
which the Securities of the series shall bear interest, if any, or the manner in
which such rate or rates shall be determined, the date or dates from which such
interest shall accrue, the interest payment dates on which such interest shall
be payable and the record dates for the determination of Holders to whom
interest is payable;

                        (f) the place or places where the principal of, premium,
if any, and any interest, if any, on Securities of the series shall be payable
or the method of such payment, if by wire transfer, mail or by other means, if
other than as provided herein;

                        (g) the price or prices at which (if any), the period or
periods within which (if any) and the terms and conditions upon which (if other
than as provided herein) Securities of the series may be redeemed, in whole or
in part, at the option, or as an obligation, of the Company;

                        (h) the obligation, if any, of the Company to redeem,
purchase or repay Securities of the series, in whole or in part, pursuant to any
sinking fund or analogous provisions or at the option of a Holder thereof and
the price or prices at which and the period and periods within which and the
terms and conditions upon which Securities of the series shall be redeemed,
purchased or repaid pursuant to such obligation;

                        (i) the dates, if any, on which, and the price or prices
at which, the Securities of the series will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such
repurchase obligations;

                        (j) if other than denominations of $1,000 and any
multiple thereof, the denominations in which Securities of the series shall be
issuable;


                                       6

                        (k) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.02 hereof;

                        (l) any addition to, change in or deletion from the
covenants set forth in Articles 4 or 5 that applies to Securities of the series;

                        (m) any addition to, changes in or deletion from the
Events of Default with respect to the Securities of a particular series and any
change in the right of the Trustee or the requisite Holders of such Securities
to declare the principal amount thereof due and payable pursuant to Section 6.02
hereof;

                        (n) the Trustee for the series of Securities;

                        (o) the forms of the Securities of the series in bearer
or fully registered form (and, if in fully registered form, whether the
Securities will be issuable, in whole or in part, as Global Securities);

                        (p) the terms and conditions, if any, upon which such
Global Security or Securities may be exchanged in whole or in part for other
individual Securities, and the Depositary for such Global Security and
Securities;

                        (q) the provisions, if any, relating to any security
provided for the Securities of the series;

                        (r) any other terms of the series (which terms may
modify, supplement or delete any provision of this Indenture with respect to
such series; provided, however, that no such term may modify or delete any
provision hereof if imposed by the TIA; and provided, further, that any
modification or deletion of the rights, duties or immunities of the Trustee
hereunder shall have been consented to in writing by the Trustee).

                        (s) the terms and conditions, if any, upon which the
Securities of the series shall be exchanged for or converted into other
securities of the Company or securities of another person;

                        (t) any depositories, interest rate calculation agents
or other agents with respect to Securities of such series if other than those
appointed herein;

                        (u) whether the Securities rank as senior subordinated
Securities or subordinated Securities or any combination thereof and the terms
of any such subordination;

                        (v) the form and terms of any guarantee of any
Securities of the series.

                        All Securities of any series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such Board Resolution or Officers' Certificate or in any such
indenture supplemental hereto.


                                       7

                        The principal of and any interest on the Securities
shall be payable at the office or agency of the Company designated in the form
of Security for the series (each such place herein called the "Place of
Payment"); provided, however, that payment of interest may be made at the option
of the Company by check mailed to the address of the Person entitled thereto as
such address shall appear in the register of Securities referred to in Section
2.03 hereof.

                        Each Security shall be in one of the forms approved from
time to time by or pursuant to a Board Resolution or Officers' Certificate, or
established in one or more indentures supplemental hereto. Prior to the delivery
of a Security to the Trustee for authentication in any form approved by or
pursuant to a Board Resolution or Officers' Certificate, the Company shall
deliver to the Trustee the Board Resolution or Officers' Certificate by or
pursuant to which such form of Security has been approved, which Board
Resolution or Officers' Certificate shall have attached thereto a true and
correct copy of the form of Security that has been approved by or pursuant
thereto.

                        The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Security shall
be dated the date of its authentication.

SECTION 2.02            EXECUTION AND AUTHENTICATION.

                        One or more Officers shall sign the Securities for the
Company by manual or facsimile signature.

                        If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

                        A Security shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture.

                        The Trustee shall authenticate Securities for original
issue upon receipt of a Company Order.

                        The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Securities. An authenticating agent
may authenticate Securities whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

SECTION 2.03            REGISTRAR AND PAYING AGENT.

                        The Company shall maintain an office or agency where
Securities of a particular series may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities of
that series may be presented for payment (a "Paying

Agent"). The Registrar for a particular series of Securities shall keep a
register of the Securities of that series and of their registration of transfer
and exchange. The Company may appoint one or more co-Registrars and one or more
additional paying agents for each series of Securities. The term "Paying Agent"
includes any additional paying agent. The Company may change any


                                       8

Paying Agent, Registrar or co-Registrar without prior notice to any
Securityholder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture.

                        If the Company fails to maintain a Registrar or Paying
Agent for any series of Securities, the Trustee shall act as such. The Company
or any of its Affiliates may act as Paying Agent, Registrar or co-Registrar.

                        The Company hereby appoints the Trustee the initial
Registrar and Paying Agent for each series of Securities unless another
Registrar or Paying Agent, as the case may be, is appointed prior to the time
Securities of that series are first issued.

SECTION 2.04            PAYING AGENT TO HOLD MONEY IN TRUST.

                        Whenever the Company has one or more Paying Agents it
will, prior to each due date of the principal of or interest on, any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

                        The Company shall require each Paying Agent other than
the Trustee to agree in writing that such Paying Agent will hold in trust for
the benefit of the Securityholders of the particular series for which it is
acting, or the Trustee, all money held by the Paying Agent for the payment of
principal or interest on the Securities of such series, and that such Paying
Agent will notify the Trustee of any Default by the Company or any other obligor
of the series of Securities in making any such payment and at any time during
the continuance of any such Default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent. If
the Company or an Affiliate acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Securityholders of the particular
series for which it is acting all money held by it as Paying Agent. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon so doing, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for such money. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

SECTION 2.05            SECURITYHOLDER LISTS.

                        The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders, separately by series, and shall otherwise comply
with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least seven Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders, separately by series, relating to such
interest payment date or request, as the case may be.

SECTION 2.06            TRANSFER AND EXCHANGE.


                                       9

                        Where Securities of a series are presented to the
Registrar or a co-Registrar with a request to register a transfer or to exchange
them for an equal principal amount of Securities of the same series of other
authorized denominations, the Registrar shall register the transfer or make the
exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate Securities at the Registrar's request.

                        No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge
payable upon exchanges pursuant to Sections 2.09, 2.13, 3.06 or 9.04).

                        The Company need not issue, and the Registrar or
co-Registrar need not register the transfer or exchange of, (i) any Security of
a particular series during a period beginning at the opening of business 15 days
before the day of any selection of Securities of that series for redemption
under Section 3.02 and ending at the close of business on the day of selection,
or (ii) any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security of that series being redeemed in part.

SECTION 2.07            REPLACEMENT SECURITIES.

                        If a mutilated Security is surrendered to the Trustee or
if the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security of same series if the

Company's and the Trustee's requirements are met. The Trustee or the Company may
require an indemnity bond to be furnished which is sufficient in the judgment of
both to protect the Company, the Trustee, and any Agent from any loss which any
of them may suffer if a Security is replaced. The Company or the Trustee may
charge such Holder for its expenses in replacing a Security.

                        Every replacement Security is an obligation of the
Company and shall be entitled to all the benefit of the Indenture equally and
proportionately with any and all other Securities of the same series.

SECTION 2.08            OUTSTANDING SECURITIES.

                        The Securities of any series outstanding at any time are
all the Securities of that series authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

                        If a Security is replaced pursuant to Section 2.07, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Security is held by a protected purchaser.

                        If Securities are considered paid under Section 4.01,
they cease to be outstanding and interest on them ceases to accrue.

                        Except as set forth in Section 2.09 hereof, a Security
does not cease to be outstanding because the Company or an Affiliate holds the
Security.


                                       10

                        For each series of Original Issue Discount Securities,
the principal amount of such Securities that shall be deemed to be outstanding
and used to determine whether the necessary Holders have given any request,
demand, authorization, direction, notice, consent or waiver shall be the
principal amount of such Securities that could be declared to be due and payable
upon acceleration upon an Event of Default as of the date of such determination.
When requested by the Trustee, the Company shall advise the Trustee of such
amount, showing its computations in reasonable detail.

SECTION 2.09            TEMPORARY SECURITIES.

                        Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon
a Company Order. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities.

                        Holders of temporary securities shall be entitled to all
of the benefits of this Indenture.

SECTION 2.10            CANCELLATION.

                        The Company at any time may deliver Securities to the
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall return such canceled Securities to the Company at the Company's written
request. The Company may not issue new Securities to replace Securities that it
has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.11            DEFAULTED INTEREST.

                        If the Company fails to make a payment of interest on
any series of Securities, the Company, jointly and severally, shall pay such
defaulted interest plus (to the extent lawful) any interest payable on the
defaulted interest, in any lawful manner. It may elect to pay such defaulted
interest, plus any such interest payable on it, to the Persons who are Holders
of such Securities on which the interest is due on a subsequent special record
date. The Company shall notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each such Security and the date of the proposed
payment. The Company shall fix or cause to be fixed any such record date and
payment date for such payment, provided that no such special record date shall
be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before any such record date, the Company shall mail
to Securityholders affected thereby a notice that states the record date,
payment date, and amount of such interest to be paid.

SECTION 2.12            SPECIAL RECORD DATES.

                        (a) The Company may, but shall not be obligated to, set
a record date for the purpose of determining the identity of Holders entitled to
consent to any


                                       11

supplement, amendment or waiver permitted by this Indenture. If a record date is
fixed, the Holders of Securities of that series outstanding on such record date,
and no other Holders, shall be entitled to consent to such supplement, amendment
or waiver or revoke any consent previously given, whether or not such Holders
remain Holders after such record date. No consent shall be valid or effective
for more than 90 days after such record date unless consents from Holders of the
principal amount of Securities of that series required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

                        (b) The Company may, but shall not be obligated to, fix
any day as a record date for the purpose of determining the Holders of any
series of Securities entitled to join in the giving or making of any notice of
Default, any declaration of acceleration, any request to institute proceedings
or any other similar direction. If a record date is fixed, the Holders of
Securities of that series outstanding on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided,
however, that no such action shall be effective hereunder unless taken on or
prior to the date 90 days after such record date.

SECTION 2.13            GLOBAL SECURITIES.

                        (a) Terms of Securities. A Board Resolution, a
supplemental indenture hereto or an Officers' Certificate shall establish
whether the Securities of a series shall be issued in whole or in part in the
form of one or more Global Securities and the Depositary for such Global
Security or Securities.

                        (b) Transfer and Exchange. Notwithstanding any
provisions to the contrary contained in Section 2.06 of this Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section
2.06 of this Indenture for securities registered in the names of Holders other
than the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time such Depositary ceases to be a
clearing agency registered under the Exchange Act, and, in either case, the
Company fails to appoint a successor Depositary within 90 days of such event or
(ii) the Company executes and delivers to the Trustee an Officers' Certificate
to the effect that such Global Security shall be so exchangeable. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as the Depositary shall
direct in writing in an aggregate principal amount equal to the principal amount
of the Global Security with like tenor and terms.

            Except as provided in this paragraph (b) of this Section, a Global
Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary, by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such a
successor Depositary.


                                       12

                        (c) Legend. Any Global Security issued hereunder shall
bear a legend in substantially the following form:

                                    "Unless this certificate is presented by an
                        authorized representative of The Depository Trust
                        Company, a New York corporation ("DTC"), New York, New
                        York, to the issuer or its agent for registration of
                        transfer, exchange or payment, and any certificate
                        issued is registered in the name of Cede & Co. or such
                        other name as may be requested by an authorized
                        representative of DTC (and any payment is made to Cede &
                        Co. or such other entity as may be requested by an
                        authorized representative of DTC), ANY TRANSFER, PLEDGE
                        OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
                        PERSON IS WRONGFUL inasmuch as the registered owner
                        hereof, Cede & Co. has an interest herein."

                                    "Transfer of this Global Security shall be
                        limited to transfers in whole, but not in part, to
                        nominees of DTC or to a successor thereof or such
                        successor's nominee and limited to transfers made in
                        accordance with the restrictions set forth in the
                        Indenture referred to herein."

                        (d) Acts of Holders. The Depositary, as a Holder, may
appoint agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under this Indenture.

                        (e) Payments. Notwithstanding the other provisions of
this Indenture, unless otherwise specified as contemplated by Section 2.01
hereof, payment of the principal of and interest, if any, on any Global Security
shall be made to the Person specified therein.

                        (f) Consents, Declaration and Directions. Except as
provided in paragraph (e) of this Section, the Company, the Trustee and any
Agent shall treat a Person as the Holder of such principal amount of outstanding
Securities of such series represented by a Global Security as shall be specified
in a written statement of the Depositary with respect to such Global Security,
for purposes of obtaining any consents, declarations or directions required to
be given by the Holders pursuant to this Indenture.

SECTION 2.14            CUSIP NUMBERS.

                        The Company in issuing any series of Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on such Securities or as contained in any notice and
that reliance may be placed only on the other identification numbers printed on
such Securities, and any such action relating to such notice shall not be
affected by any defect in or omission of such numbers in such notice. The
Company shall promptly notify the Trustee of any change in the "CUSIP" numbers.


                                       13

                                    ARTICLE 3
                                   REDEMPTION

SECTION 3.01            NOTICES TO TRUSTEE.

                        If the Company elects to redeem Securities of any series
pursuant to any optional redemption provisions thereof, it shall furnish to the
Trustee at least 30 days, but not more than 60 days before a redemption date, an
Officer's Certificate which shall specify (i) the provisions of such Security or
this Indenture pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of Securities of that series to be redeemed and
(iv) the redemption price.

                        If the Company elects to reduce the principal amount of
Securities of any series to be redeemed pursuant to mandatory redemption
provisions thereof, it shall notify the Trustee of the amount of, and the basis
for, any such reduction. If the Company elects to credit against any such
mandatory redemption Securities it has not previously delivered to the Trustee
for cancellation, it shall deliver such Securities with such notice.

SECTION 3.02            SELECTION OF SECURITIES TO BE REDEEMED.

                        If less than all the Securities of any series are to be
redeemed, or purchased in an offer to purchase at any time, the Trustee shall
select the Securities of that series to be redeemed or purchased as follows: (1)
if the Securities of such series are listed on any national securities exchange,
in compliance with the requirements of the principal national securities
exchange on which the Securities of that series are listed, or, (2) if the
Securities of that series are not listed on a national securities exchange, on a
pro rata basis, by lot or by such other method as the Trustee deems fair and
appropriate. In the event of a partial redemption or purchase by lot, the
particular Securities to be redeemed or purchased will be selected not less than
30 nor more than 60 days prior to the redemption or purchase date by the Trustee
from Securities of that series outstanding and not previously called for
redemption.

                        The Trustee shall notify the Company promptly in writing
of the Securities or portions of Securities to be called for redemption or
purchase and, in the case of any Securities selected for partial redemption or
purchase, the principal amount thereof to be redeemed or purchased. Except as
otherwise provided as to any particular series of Securities, Securities and
portions thereof that the Trustee selects shall be in amounts equal to the
minimum authorized denomination for Securities of the series to be redeemed or
purchased or any integral multiple thereof, except that if all of the Securities
of the series are to be redeemed or purchased, the entire outstanding amount of
the Securities of the series held by such Holder, even if not equal to the
minimum authorized denomination for the Securities of that series, shall be
redeemed or purchased. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption.

SECTION 3.03            NOTICE OF REDEMPTION.

                        Except as otherwise provided as to any particular series
of Securities, at least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption to each Holder whose
Securities are to be redeemed.


                                       14

                        The notice shall identify the Securities of the series
to be redeemed and shall state:

                                    (1) the redemption date;

                                    (2) the redemption price fixed in accordance
with the terms of the Securities of the series to be redeemed, plus accrued
interest, if any, to the date fixed for redemption (the "redemption price");

                                    (3) if any Security is being redeemed in
part, the portion of the principal amount of such Security to be redeemed and
that, after the redemption date, upon surrender of such Security, a new Security
or Securities in principal amount equal to the unredeemed portion will be issued
upon cancellation of the original Securities;

                                    (4) the name and address of the Paying
Agent;

                                    (5) that Securities called for redemption
must be surrendered to the Paying Agent to collect the redemption price;

                                    (6) that, unless the Company defaults in
payment of the redemption price, interest on Securities called for redemption
ceases to accrue on and after the redemption date;

                                    (7) the CUSIP number, if any, of the
Securities to be redeemed.

                                    (8) the paragraph of the Securities and/or
the section of the Indenture pursuant to which the Securities called for
redemption are being redeemed; and

                                    (9) that no representation is made as to the
correctness or accuracy of the CUSIP number, if any, listed in such notice or
printed on the Securities.

                        At the Company's request, the Trustee shall give the
notice of redemption in the Company's name and at its expense, provided,
however, that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph. The notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the Holder receives such notice. In any case, failure to give such notice
by mail or any defect in the notice of the Holder of any Security shall not
affect the validity of the proceeding for the redemption of any other Security.

SECTION 3.04            EFFECT OF NOTICE OF REDEMPTION.

                        Except if the giving of a notice of redemption would
violate the terms of the Credit Agreement, and subject to the subordination
provisions of any series of Securities, once notice of redemption is mailed in
accordance with Section 3.03 hereof, Securities called for redemption become due
and payable on the redemption date for the redemption price. Upon surrender to
the Paying Agent, such Securities will be paid at the Redemption Price.


                                       15


SECTION 3.05 DEPOSIT OF REDEMPTION PRICE.

                  On or before 10:00 a.m., New York City time, on the redemption
or purchase date, the Company shall deposit with the Trustee or Paying Agent
(or, if the Company or any Affiliate is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption or purchase price of all
Securities called for redemption on that date other than Securities that have
previously been delivered by the Company to the Trustee for cancellation. The
Paying Agent shall return to the Company any money not required for that
purpose.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption or purchase date, interest shall cease to
accrue on the Securities (or the portions thereof) called for redemption or
purchase. If a Security is redeemed or purchased on or after an interest record
date but on or prior to the related interest payment date, then any accrued and
unpaid interest shall be paid to the Person in whose name such Securities were
registered at the close of business on such record date. If any Securities
called for redemption or purchase shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided in
accordance with the terms of the Securities of the series to be redeemed.

SECTION 3.06 SECURITIES REDEEMED OR PURCHASED IN PART.

                  Upon surrender of a Security that is redeemed or purchased in
part, the Company shall issue and the Trustee shall authenticate for the Holder
at the expense of the Company a new Security of same series equal in principal
amount to the unredeemed or unpurchased portion of the Security surrendered.

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01 PAYMENT OF SECURITIES.

                  The Company shall, jointly and severally, pay or cause to be
paid the principal of, premium, if any, and interest on the Securities on the
dates and in the manner provided in this Indenture and the Securities.
Principal, premium, if any, and interest shall be considered paid on the date
due if the Paying Agent, if other than the Company or an Affiliate, holds as of
10:00 a.m., New York City time, on that date immediately available funds
designated for and sufficient to pay all principal, premium, if any, and
interest then due.

                  To the extent lawful, the Company shall, jointly and
severally, pay interest on overdue principal and overdue installments of
interest at the rate per annum borne by the applicable series of Securities.

SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee or

                                       16

Registrar) where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, The City of New York for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

SECTION 4.03 REPORTS.

                  The Company shall deliver to the Trustee within 15 days after
it files them with the Commission copies of the annual reports and of the
information, documents, and other reports (or copies of such portions of any of
the foregoing as the Commission may by rules and regulations prescribe) that the
Company is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act; provided, however the Company shall not be required to
deliver to the Trustee any materials for which the Company has sought and
received confidential treatment by the Commission. The Company also shall comply
with the other provisions of TIA Section 314(a).

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 4.04 COMPLIANCE CERTIFICATE.

                  (a) The Company or any Guarantors shall deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers (one of whom shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company) with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company has kept, observed, performed and
fulfilled each and every

                                       17

covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, any
year-end financial statements delivered pursuant to Section 4.03(a) above shall
be accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4 or Article 5 hereof or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

                  (c) The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, forthwith upon becoming aware of any
Default or Event of Default, an Officers' Certificate specifying such Default or
Event of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05 TAXES.

                  The Company shall pay prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in good
faith by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of any Securities.

SECTION 4.06 STAY, EXTENSION AND USURY LAWS.

                  The Company and any Guarantors covenant (to the extent that it
may lawfully do so) that they shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Company and each Guarantor (to the extent that they may lawfully do so) hereby
expressly waive all benefits or advantages of any such law, and covenant that
they shall not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

SECTION 4.07 CALCULATION OF ORIGINAL ISSUE DISCOUNT.

                                       18

                  If, as of the end of any fiscal year of the Company, the
Company has any outstanding Original Issue Discount Securities under the
Indenture, the Company shall file with the Trustee promptly following the end of
such fiscal year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on such Original
Issue Discount Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then be
required under the Internal Revenue Code of 1986, as amended from time to time.

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01 WHEN COMPANY MAY MERGE, ETC.

                  In addition to provisions applicable to a particular series of
Securities, the Company shall not directly or indirectly: (i) consolidate or
merge with or into another Person (whether or not the Company is the surviving
Person), or (ii) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its
Subsidiaries in one or more related transactions to any Person unless:

                           (1) either (x) the Company is the surviving Person;
or (y) the Person formed by or surviving any such consolidation or merger (if
other than the Company) or to which such sale, assignment, transfer, conveyance
or other disposition shall have been made is a Person organized or existing
under the laws of the United States, any state thereof or the District of
Columbia;

                           (2) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, conveyance or other disposition shall have been made
assumes (by supplemental indenture reasonably satisfactory to the Trustee) all
the obligations of the Company under the Securities and this Indenture; and

                           (3) immediately after the transaction no Default or
Event of Default exists.

The Company shall deliver to the Trustee on or prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

                  In addition, the Company shall not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person.

SECTION 5.02 SUCCESSOR PERSON SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, conveyance or other disposition (other than by lease) of all or
substantially all of the assets of the Company in accordance with Section 5.01
hereof, the successor Person formed by such consolidation or into which the
Company is merged or to which such sale, assignment, transfer, conveyance or
other disposition is made shall succeed to, and be substituted for (so that from
and after the date

                                       19

of such consolidation, merger, sale, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor Person and not to the Company), and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay
principal of, and interest on, any Securities except in the case of a sale,
assignment, transfer, conveyance or other disposition of all of the Company's
assets that meets the requirements of Section 5.01 hereof.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01 EVENTS OF DEFAULT.

                  An "Event of Default" occurs with respect to Securities of any
particular series if, unless as otherwise provided in the establishing Board
Resolution, Officers' Certificate or supplemental indenture hereto:

                           (1) the Company defaults in the payment of interest
on any Security of that series when the same becomes due and payable and the
Default continues for a period of 30 days;

                           (2) the Company defaults in the payment, when due, of
the principal of, or premium, if any, on any Security of that series when the
same becomes due and payable at maturity, upon redemption (including in
connection with any offer to purchase under the terms of such Securities) or
otherwise;

                           (3) an Event of Default, as defined in the Securities
of that series, occurs and is continuing, or the Company fails to comply with
any of its other agreements in the Securities of that series or in this
Indenture with respect to that series and the Default continues for the period
and after the notice specified below;

                           (4) the Company pursuant to or within the meaning of
any Bankruptcy Law:

                                    (A) commences a voluntary case;

                                    (B) consents to the entry of an order for
relief against it in an involuntary case;

                                    (C) consents to the appointment of a
Custodian of it or for all or substantially all of its property;

                                    (D) makes a general assignment for the
benefit of its creditors; or

                                    (E) admits in writing its inability
generally to pay its debts as the same become due.

                                       20

                           (5) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that:

                                    (A) is for relief against the Company in an
involuntary case;

                                    (B) appoints a Custodian of the Company or
for all or substantially all of its property; or

                                    (C) orders the liquidation of the Company;

         and the order or decree remains unstayed and in effect for 60 days.

                           (6) any other Event of Default provided with respect
to Securities of that series which is specified in a Board Resolution, Officers'
Certificate or supplemental indenture establishing that series of Securities.

                  The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

                  A Default under clause (3) above is not an Event of Default
with respect to a particular series of Securities until the Trustee or the
Holders of at least 50% in principal amount of the then outstanding Securities
of that series notify the Company of the Default and the Company does not cure
the Default within 60 days after receipt of the notice. The notice must specify
the Default, demand that it be remedied and state that the notice is a "Notice
of Default." Such notice shall be given by the Trustee if so requested in
writing by the Holders of 50% of the principal amount of the then outstanding
Securities of that series.

SECTION 6.02 ACCELERATION.

                  If an Event of Default with respect to Securities of any
series (other than an Event of Default specified in clauses (4) and (5) of
Section 6.01) occurs and is continuing, the Trustee by notice to the Company, or
the Holders of at least 50% in principal amount of the then outstanding
Securities of that series by notice to the Company and the Trustee, may, subject
to any prior notice requirements set forth in any supplemental indenture,
declare the unpaid principal (or, in the case of Original Issue Discount
Securities, such lesser amount as may be provided for in such Securities) of and
any accrued interest on all the Securities of that series to be due and payable
on the Securities of that series. Upon such declaration the principal (or such
lesser amount) and interest shall be due and payable immediately. If an Event of
Default specified in clause (4) or (5) of Section 6.01 occurs, all of such
amount shall become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder. The Holders of a majority
in principal amount of the then outstanding Securities of that series by notice
to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default with respect to that series have been cured or waived except
nonpayment of principal (or such lesser amount) or interest that has become due
solely because of the acceleration.

SECTION 6.03 OTHER REMEDIES.

                                       21

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal or interest on the Securities of that series or
to enforce the performance of any provision of the Securities of that series or
this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

SECTION 6.04 WAIVER OF PAST DEFAULTS.

                  Subject to Section 6.02, the Holders of not less than a
majority in aggregate principal amount of the then outstanding Securities of any
series, by notice to the Trustee, may on behalf of the Holders of the Securities
of that series, waive an existing Default or Event of Default with respect to
that series and its consequences except a continuing Default or Event of Default
in the payment of the principal (including any mandatory sinking fund or like
payment) of, premium, if any, or interest on any Security of that series
(including in connection with an offer to purchase); provided, however, that the
Holders of a majority in aggregate principal amount of the outstanding
Securities of any series may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration and
its consequences, including any related payment default that resulted from any
such acceleration. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

SECTION 6.05 CONTROL BY MAJORITY.

                  The Holders of a majority in principal amount of the then
outstanding Securities of any series may direct the time, method and place of
conducting any proceeding for exercising any remedy with respect to that series
available to the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Securities of that series, or that may involve the
Trustee in personal liability. The Trustee may take any other action which it
deems proper that is not inconsistent with any such direction. Notwithstanding
any provision to the contrary in this Indenture, the Trustee shall not be
obligated to take any action with respect to the provisions of the last
paragraph of Section 6.02 unless directed to do so pursuant to this Section
6.05.

SECTION 6.06 LIMITATION ON SUITS.

                  A Holder of Securities of any series may not pursue a remedy
with respect to this Indenture or the Securities unless:

                           (1) the Holder gives to the Trustee written notice of
a continuing Event of Default with respect to that series;

                                       22

                           (2) the Holders of at least 25% in principal amount
of the then outstanding Securities of that series make a written request to the
Trustee to pursue the remedy;

                           (3) such Holder or Holders offer, and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

                           (4) the Trustee does not comply with the request
within 60 days after receipt of the request and the offer and, if requested, the
provision of indemnity; and

                           (5) during such 60-day period the Holders of a
majority in principal amount of the then outstanding Securities of that series
do not give the Trustee a direction inconsistent with the request.

No Holder of any series of Securities may use this Indenture to prejudice the
rights of another Holder of Securities of that series or to obtain a preference
or priority over another Holder of Securities of that series.

SECTION 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Security to receive payment of principal, premium, if
any, and interest on the Security, on or after the respective due dates
expressed in the Security (including in connection with any offer to purchase),
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not, except as provided in the subordination provisions,
if any, applicable to such Security, be impaired or affected without the consent
of the Holder.

SECTION 6.08 COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(1) or (2)
hereof occurs and is continuing with respect to Securities of any series, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount of principal (or such portion of the
principal as may be specified as due upon acceleration at that time in the terms
of that series of Securities), premium, if any, and interest, remaining unpaid
on the Securities of that series then outstanding, together with (to the extent
lawful) interest on overdue principal and interest, and such further amount as
shall be sufficient to cover the costs and, to the extent lawful, expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 7.07 hereof.

SECTION 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amounts due to the Trustee under Section 7.07 hereof) and the Securityholders
allowed in any judicial proceedings relative to the Company (or any other

                                       23

obligor on the Securities), its creditors or its property and shall be entitled
to and empowered to collect, receive and distribute any money or other property
payable or deliverable on any such claims, and any custodian in any such
judicial proceedings is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

SECTION 6.10 PRIORITIES.

                  If the Trustee collects any money with respect to Securities
of any series pursuant to this Article, it shall pay out the money in the
following order:

                           First:   to the Trustee, its agents and attorneys for
                                    amounts due under Section 7.07 hereof,
                                    including payment of all compensation,
                                    expense and liabilities incurred, and all
                                    advances made, by the Trustee and the costs
                                    and expenses of collection;

                           Second:  in accordance with the subordination
                                    provisions, if any, of the Securities of
                                    such series;

                           Third:   to Securityholders for amounts due and
                                    unpaid on the Securities of such series for
                                    principal, premium, if any, and interest,
                                    ratably, without preference or priority of
                                    any kind, according to the amounts due and
                                    payable on the Securities of such series for
                                    principal, premium, if any, and interest,
                                    respectively; and

                           Fourth:  to the Company or to such party as a court
                                    of competent jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Securities of any series pursuant to this Section. The
Trustee shall notify the Company in writing reasonably in advance of any such
record date and payment date.

SECTION 6.11 UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defense made by
the party litigant. This Section does not apply to

                                       24

a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof or a
suit by Holders of more than 10% in principal amount of the then outstanding
Securities of any series.

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01 DUTIES OF TRUSTEE.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

                  (b) Except during the continuance of an Event of Default known
to the Trustee:

                           (i)      the duties of the Trustee shall be
                                    determined solely by the express provisions
                                    of this Indenture or the TIA and the Trustee
                                    need perform only those duties that are
                                    specifically set forth in this Indenture or
                                    the TIA and no others, and no implied
                                    covenants or obligations shall be read into
                                    this Indenture against the Trustee; and

                           (ii)     in the absence of bad faith on its part, the
                                    Trustee may conclusively rely, as to the
                                    truth of the statements and the correctness
                                    of the opinions expressed therein, upon
                                    certificates or opinions furnished to the
                                    Trustee and conforming to the requirements
                                    of this Indenture. However, in the case of
                                    any certificates or opinions which by any
                                    provision hereof are specifically required
                                    to be furnished to the Trustee, the Trustee
                                    shall examine the certificates and opinions
                                    to determine whether or not they conform to
                                    the requirements of this Indenture (but need
                                    not confirm or investigate the accuracy of
                                    mathematical calculations or other facts
                                    stated therein).

                  (c) The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                           (i)      this paragraph does not limit the effect of
                                    paragraph (b) of this Section;

                           (ii)     the Trustee shall not be liable for any
                                    error of judgment made in good faith by a
                                    responsible

                                       25

                                    officer of the Trustee, unless it is proved
                                    that the Trustee was negligent in
                                    ascertaining the pertinent facts; and

                           (iii)    the Trustee shall not be liable with respect
                                    to any action it takes or omits to take in
                                    good faith in accordance with a direction
                                    received by it pursuant to Section 6.05
                                    hereof.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee may refuse
to perform any duty or exercise any right or power, including without
limitation, the provisions of Section 6.05 hereof, unless it receives security
and indemnity satisfactory to it against any loss, liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Absent written instruction from the Company, the Trustee shall not be required
to invest any such money. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

SECTION 7.02 RIGHTS OF TRUSTEE.

                  Subject to TIA Section 315(a) through (d):

                  (a) The Trustee may conclusively rely on any document believed
by it to be genuine and to have been signed or presented by the proper person.
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel.

                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers under the Indenture, unless the Trustee's conduct constitutes
negligence.

                                       26

                  (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

                  (f) The Trustee may consult with counsel of its selection and
may rely upon the advice of such counsel or any Opinion of Counsel.

                  (g) The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event that is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities generally or the Securities of a
particular series, as the case may be, and this Indenture.

                  (h) The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as duties.

SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to TIA
Sections 310(b) and 311.

SECTION 7.04 TRUSTEE'S DISCLAIMER.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities other than its certificate of
authentication.

SECTION 7.05 NOTICE OF DEFAULTS.

                  If a Default or Event of Default with respect to the
Securities of any series occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to all Holders of Securities of that series a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment on any such Security,
the Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of such Securityholders.

SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS.

                  Within 60 days after May 15 in each year, the Trustee with
respect to any series of Securities shall mail to Holders of Securities of that
series as provided in TIA Section 313(c) a brief report dated as of such May 15
that complies with TIA Section 313(a) (if such report is required by TIA Section
313(a)). The Trustee shall also comply with TIA Section 313(b)(2).

                  A copy of each report at the time of its mailing to
Securityholders shall be mailed to the Company and filed with the Commission and
each stock exchange on which any of the

                                       27

Securities are listed, as required by TIA Section 313(d). The Company shall
notify the Trustee when the Securities are listed on any stock exchange, and of
any delisting thereof.

SECTION 7.07 COMPENSATION AND INDEMNITY.

                  The Company, jointly and severally, shall pay to the Trustee
from time to time such compensation as shall be agreed upon in writing for its
services hereunder. The Company, jointly and severally, shall reimburse the
Trustee upon written request for all reasonable out-of-pocket expenses incurred
by it. Such expenses shall include the reasonable compensation and out-of-pocket
expenses of the Trustee's agents and counsel.

                  The Company, jointly and severally, shall indemnify each of
the Trustee or any predecessor Trustee for any loss, liability, damage, claims
or expenses, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by it, without negligence or
bad faith on its part, in connection with the acceptance or administration of
this Indenture and its duties hereunder. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee in its capacity as Trustee, except money or
property held in trust to pay principal and interest on particular Securities.
Such lien will survive the satisfaction and discharge of this Indenture.

                  If the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(4) or (5) hereof occurs, the expenses
and the compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

                  This Section 7.07 shall survive the resignation or renewal of
the Trustee and the termination of this Indenture.

SECTION 7.08 REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee with respect to one or
more or all series of Securities and appointment of a successor Trustee shall
become effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

                  The Trustee may resign with respect to one or more or all
series of Securities by so notifying the Company in writing. The Holders of a
majority in principal amount of the then outstanding Securities of any series
may remove the Trustee as to that series by so notifying the Trustee in writing
and may appoint a successor Trustee with the Company's consent. The Company may
remove the Trustee with respect to one or more or all series of Securities if:

                           (1)      the Trustee fails to comply with Section
                                    7.10 hereof;

                                       28

                           (2)      the Trustee is adjudged a bankrupt or an
                                    insolvent;

                           (3)      a receiver or other public officer takes
                                    charge of the Trustee or its property; or

                           (4)      the Trustee becomes incapable of acting.

                  If, as to any series of Securities, the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the
Company shall promptly appoint a successor Trustee for that series. Within one
year after the successor Trustee with respect to any series takes office, the
Holders of a majority in principal amount of the then outstanding Securities of
that series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. If a successor Trustee as to a particular series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal
amount of the then outstanding Securities of that series may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10 hereof with
respect to any series, any Holder of Securities of that series who satisfies the
requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee for that series.

                  A successor Trustee as to any series of Securities shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company. Immediately after that, the retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee (subject to
the lien provided for in Section 7.07 hereof), the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture as to that
series. The successor Trustee shall mail a notice of its succession to the
Holders of Securities of that series.

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 hereof shall continue
for the benefit of the retiring trustee.

                  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and that (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
shall contain such provisions as shall be necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
or desirable to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; provided, however, that nothing herein or in
such

                                       29

supplemental Indenture shall constitute such Trustee co-trustees of the same
trust and that each such Trustee shall be trustee of a trust hereunder separate
and apart from any trust hereunder administered by any other such Trustee.

                  Upon the execution and delivery of such supplemental Indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee as to any series of Securities consolidates,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any
further act shall be the successor Trustee as to that series.

SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

                  Each series of Securities shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee as
to any series of Securities shall always have a combined capital and surplus of
at least $25,000,000 as set forth in its most recent published annual report of
condition. The Trustee is subject to TIA Section 310(b).

SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                   ARTICLE 8
                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.01 SATISFACTION AND DISCHARGE.

                  This Indenture will be discharged and will cease to be of
further effect with respect to any series of Securities issued hereunder, when:

(1)      either:

         (a)      all Securities of such series that have been authenticated
                  (except lost, stolen or destroyed Securities that have been
                  replaced or paid and Notes for whose payment money has
                  theretofore been deposited in trust and thereafter repaid to
                  the Company) have been delivered to the Trustee for
                  cancellation; or

         (b)      all Securities of such series that have not been delivered to
                  the Trustee for cancellation have become due and payable by
                  reason of the making of a notice of redemption or otherwise or
                  will become due and payable within one year and the Company or
                  any Guarantor has irrevocably deposited or caused to be
                  deposited

                                       30

                  with the Trustee as trust funds in trust solely for the
                  benefit of the Holders, cash in U.S. dollars, non-callable
                  U.S. Government Obligations, or a combination thereof, in such
                  amounts as will be sufficient without consideration of any
                  reinvestment of interest, to pay and discharge the entire
                  indebtedness on the Notes not delivered to the Trustee for
                  cancellation for principal, premium and accrued interest to
                  the date of maturity or redemption:

(2)      no Default or Event of Default with respect to such series of
         Securities shall have occurred and be continuing on the date of such
         deposit or shall occur as a result of such deposit and such deposit
         will not result in a breach or violation of, or constitute a default
         under, any other material instrument to which the Company or any
         Guarantor is a party to or by which the Company or any Guarantor is
         bound;

(3)      the Company or any Guarantor has paid or caused to be paid all sums
         payable by it under this Indenture with respect to such series of
         Securities; and

(4)      the Company has delivered irrevocable instructions to the Trustee under
         this Indenture to apply the deposited money toward the payment of the
         Securities of such series at maturity or the redemption date, as the
         case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

                  Notwithstanding, the satisfaction and discharge of this
Indenture with respect to a series of Securities, if money shall have been
deposited with the Trustee pursuant to subclause (b) of clause (1) of this
Section, the provisions of Section 8.06 shall survive.

SECTION 8.02 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                  Unless Section 8.03 or 8.04 is otherwise specified to be
inapplicable to Securities of a series, the Company may, at the option of its
Board of Directors evidenced by a resolution set forth in an Officers'
Certificate, at any time, elect to have either Section 8.03 or 8.04 hereof be
applied to all outstanding Securities of any such series upon compliance with
the conditions set forth below in this Article Eight.

SECTION 8.03 LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.02 hereof of the
option applicable to this Section 8.03, the Company and any Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 8.05 hereof,
be deemed to have been discharged from their respective obligations with respect
to all outstanding Securities of any series on the date the conditions set forth
below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company and any Guarantor shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Securities
of a series, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.06 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Securities and this Indenture (and the Trustee, on demand
of and at

                                       31

the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding
Securities to receive solely from the trust fund described in Section 8.05
hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium and interest on such Securities when such payments are
due, (b) the Company's obligations with respect to such Notes under Article 2
and Section 4.03 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's or any Guarantors' obligations in
connection therewith and (d) this Article Eight. Subject to compliance with this
Article Eight, the Company may exercise its option under this Section 8.03
notwithstanding the prior exercise of its option under Section 8.04 hereof.

SECTION 8.04 COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 8.02 hereof of the
option applicable to this Section 8.04, the Company or any Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.05 hereof,
be released from their respective obligations under the covenants contained in
Sections 4.03, 4.04, 4.05, 4.06, 4.07 and 4.08, and Section 5.01 hereof with
respect to the outstanding Securities of any series on and after the date the
conditions set forth in Section 8.05 are satisfied (hereinafter, "Covenant
Defeasance"), and the Securities of such series shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Securities of any series, the
Company or any Guarantors may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.02 hereof of the option applicable to this Section 8.04 hereof,
subject to the satisfaction of the conditions set forth in Section 8.05 hereof,
Sections 6.01(3) through 6.01(6) hereof shall not constitute Events of Default.

SECTION 8.05 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.03 or 8.04 hereof to the outstanding Securities of any series.
In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a) the Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders, cash in United States dollars,
non-callable U.S. Government Obligations, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium and interest on
the outstanding Securities on the stated date for payment thereof or on the
applicable redemption date, as the case may be;

                                       32



         (b) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date hereof, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

         (c) in the case of an election under Section 8.04 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;

         (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Securities pursuant to this Article Eight
concurrently with such incurrence) or insofar as Sections 6.01(4) or 6.01(5)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

         (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

         (f) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and

         (g) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

SECTION 8.06   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
OTHER MISCELLANEOUS PROVISIONS.

            Subject to Section 8.07 hereof, all money and non-callable U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.06, the "Trustee") pursuant to Section 8.01 or Section 8.05 hereof in respect
of the outstanding Securities shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as Paying


                                       33


Agent) as the Trustee may determine, to the Holders of such Securities of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

            The Company, jointly and severally, shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable U.S. Government Obligations deposited pursuant to Section
8.05 hereof or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Securities.

            Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable U.S. Government Obligations held by it
as provided in Section 8.05 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.05(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

SECTION 8.07      REPAYMENT TO COMPANY.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Securities and remaining unclaimed for two years after
such principal, and premium, if any, or interest has become due and payable
shall be paid to the Company on its request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Securities shall
thereafter look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in the New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 8.08      REINSTATEMENT.

            If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable U.S. Government Securities in accordance with Section
8.01, 8.03 or 8.04 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.03 or 8.04 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.03 or 8.04 hereof, as the case may be; provided, however, that,
if the Company makes any payment of principal of, premium, if any, or interest
on any Securities following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.


                                       34


                                   ARTICLE 9
                       SUPPLEMENTS, AMENDMENTS AND WAIVERS

SECTION 9.01      WITHOUT CONSENT OF HOLDERS.

            The Company and the Trustee as to any series of Securities may
supplement or amend this Indenture or the Securities without notice to or the
consent of any Securityholder:

                  (1) to cure any ambiguity, defect or inconsistency;

                  (2) to comply with Article 5;

                  (3) to comply with any requirements of the Commission in
connection with the qualification of this Indenture under the TIA;

                  (4) to provide for uncertificated Securities in addition to or
in place of certificated Securities;

                  (5) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities, provided,
however, that any such addition, change or elimination (A) shall neither (i)
apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (ii)
modify the rights of the Holder of any such Security with respect to such
provision or (B) shall become effective only when there is no outstanding
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision;

                  (6) to make any change that does not adversely affect in any
material respect the interests of the Securityholders of any series; or

                  (7) to establish additional series of Securities as permitted
by Section 2.01 hereof.

SECTION 9.02      WITH CONSENT OF HOLDERS.

            Subject to Section 6.07, the Company and the Trustee as to any
series of Securities may amend this Indenture or the Securities of that series
with the written consent of the Holders of a majority in principal amount of the
then outstanding Securities of each series affected by the amendment, with each
such series voting as a separate class. The Holders of a majority in principal
amount of the then outstanding Securities of any series may also waive
compliance in a particular instance by the Company with any provision of this
Indenture with respect to that series or the Securities of that series;
provided, however, that without the consent of each Securityholder affected, an
amendment or waiver may not:

                  (1) reduce the percentage of the principal amount of
Securities whose Holders must consent to an amendment or waiver;



                                       35


                  (2) reduce the amount of, or postpone the date fixed for, the
payment of any sinking fund or analogous provision;

                  (3) reduce the rate of, or change the time for payment of
interest on, any Security;

                  (4) reduce the principal of or change the fixed maturity of
any Security or waive a redemption payment or alter the redemption provisions
with respect thereto;

                  (5) make any Security payable in money other than that stated
in the Security (including defaulted interest);

                  (6) reduce the principal amount of Original Issue Discount
Securities payable upon acceleration of the maturity thereof;

                  (7) make any change in Section 6.04, 6.07 or this Section
9.02; or

                  (8) waive a default in the payment of the principal of, or
interest on, any Security, except to the extent otherwise provided for in
Section 6.02 hereof.

            An amendment or waiver under this Section that waives, changes or
eliminates any covenant or other provision of this Indenture that has expressly
been included solely for the benefit of one or more particular series of
Securities, or that modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.

            It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

            The Company shall mail supplemental indentures to Holders upon
request. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture or waiver.

SECTION 9.03      REVOCATION AND EFFECT OF CONSENTS.

            Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security; provided, however, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of a Security if the Trustee receives
the written notice of revocation before the date on which the amendment,
supplement or waiver becomes effective. An amendment, supplement or waiver shall
become effective in accordance with its terms and thereafter shall bind every
Holder of Securities of that series.



                                       36


SECTION 9.04      NOTATION ON OR EXCHANGE OF SECURITIES.

            If an amendment, supplement or waiver changes the terms of a
Security: (a) the Trustee may require the Holder of the Security to deliver it
to the Trustee, the Trustee may, at the written direction of the Company and at
the Company's expense, place an appropriate notation on the Security about the
changed terms and return it to the Holder and the Trustee may place an
appropriate notation on any Security thereafter authenticated; or (b) if the
Company or the Trustee so determines, the Company in exchange for the Security
shall issue and the Trustee shall authenticate a new Security that reflects the
changed terms.

            Failure to make the appropriate notation or issue a new Security
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 9.05      TRUSTEE TO SIGN AMENDMENTS, ETC.

            Subject to the preceding sentence, the Trustee shall sign any
amendment of supplement Indenture if the same does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver that
affects the Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise. The Company may not sign an amendment or supplemental
Indenture until the Board of Directors approves it. In executing any amended or
supplemental Indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01) shall be fully protected in relying upon, in addition to the
documents required by Section 11.04 hereof, an Officer's Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental
Indenture is authorized or permitted by this Indenture.

                                   ARTICLE 10
                                   GUARANTEES

SECTION 10.01     GUARANTEE.

            Any series of Securities may be guaranteed by one or more of the
Guarantors. The terms and the form of any such Guarantee will be established in
the manner contemplated by Section 2.01 for that particular series of
Securities.

                                   ARTICLE 11
                                  MISCELLANEOUS

SECTION 11.01      INDENTURE SUBJECT TO TRUST INDENTURE ACT.

            This Indenture is subject to the provisions of the TIA that are
required to be part of this Indenture, and shall, to the extent applicable, be
governed by such provisions.

SECTION 11.02      NOTICES.

            Any notice or communication is duly given if in writing and
delivered in person or sent by first-class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next-day
delivery, addressed as follows:


                                       37


            If to the Company and/or any Guarantor:

                        Entercom Radio, LLC
                        c/o Entercom Communications Corp.
                        401 City Avenue, Suite 409
                        Bala Cynwyd, Pennsylvania 19004
                        Attention:  John C. Donlevie, Esq.
                        Telephone:  (610) 660-5638
                        Facsimile:  (610) 660-5641

            with a copy to:

                        Latham & Watkins
                        11400 Commerce Park Drive, Suite 200
                        Reston, Virginia  20191
                        Attention:  Scott C. Herlihy, Esq.
                        Telephone:  (703) 390-0902
                        Facsimile:  (703) 390-0901

            If to the Trustee:

                        HSBC Bank USA
                        452 Fifth Avenue
                        New York, NY  10018
                        Attention:  Issuer Services
                        Telephone:  (212) 525-1398
                        Facsimile:  (212) 525-1300

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next business day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next-day delivery.

            Any notice or communication to a Securityholder shall be mailed by
first-class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to his address shown on the
register kept by the Registrar. Failure to mail a notice or communication to a
Security holder or any defect in it shall not affect its sufficiency with
respect to other Securityholders. If the Company mails a notice or communication
to Securityholders, it shall mail a copy to the Trustee at the same time. Any
notice or communication shall also be mailed to any Person described in TIA
Section313(c), to the extent required by the TIA.


                                       38


            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

SECTION 11.03      COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

SECTION 11.04      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

         (a) an Officers' Certificate, in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

         (b) an Opinion of Counsel, in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of such counsel, such action
is authorized or permitted by this Indenture and that all such conditions
precedent have been complied with.

SECTION 11.05      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the certificate
provided pursuant to TIA Section314(a)(4) shall include:

                  (1) a statement that the Person making such certificate or
opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (3) a statement that, in the opinion of such Person, he or she
has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with; provided, however,
that with respect to matters of fact an Opinion of Counsel may rely on an
officer's certificate or certificates of public officials.


                                       39


SECTION 11.06      RULES BY TRUSTEE AND AGENTS.

            The Trustee as to Securities of any series may make reasonable rules
for action by or at a meeting of Holders of Securities of that series. The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.

SECTION 11.07      LEGAL HOLIDAYS.

            A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in the City of New York, New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

SECTION 11.08      NO RECOURSE AGAINST OTHERS.

            No past, present or future director, officer, employee, manager,
securityholder or incorporator, as such, of the Company or any successor Person
shall have any liability for any obligations of the Company or any Guarantor
under any series of Securities, any guarantees thereof, or the Indenture or for
any claim based on, in respect of, or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration of issuance
of the Securities.

SECTION 11.09      COUNTERPARTS.

            This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

SECTION 11.10       GOVERNING LAW.

            The internal laws of the State of New York shall govern and be used
to construe this Indenture and the Securities (including any guarantees
thereof), without giving effect to the applicable principles of conflicts of
laws to the extent that the application of the laws of another jurisdiction
would be required thereby.

SECTION 11.11     SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF
JURY TRIAL

            Each party hereto hereby submits to the nonexclusive jurisdiction of
the United States District Court for the Southern District of New York and of
any New York State Court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Indenture, the Securities
(including any guarantee thereof) or the transactions contemplated hereby and
thereby. Each party hereto irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the State of New


40


York. Without limiting the foregoing, the parties agree that service of process
upon such party at the address referred to in Section 11.02, together with
written notice of such service to such party, shall be deemed effective service
of process upon such party. Each of the parties hereto irrevocably waives any
and all rights to trial by jury in any legal proceeding arising out of or
relating to this Indenture, the Securities (including any guarantee thereof) or
the transactions contemplated hereby and thereby.

SECTION 11.12     SEVERABILITY.

            In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

SECTION 11.13       EFFECT OF HEADINGS, TABLE OF CONTENTS, ETC.

            The Article and Section headings herein and the table of contents
are for convenience only and shall not affect the construction hereof.

SECTION 11.14       SUCCESSORS AND ASSIGNS.

            All covenants and agreements of the Company in this Indenture and
the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successor. All agreements of any
Guarantor in this Indenture shall bind its successors, except as otherwise
provided by the terms hereof.

SECTION 11.15       NO INTERPRETATION OF OTHER AGREEMENTS.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or any Subsidiary or of any Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                            [Signature Page Follows]


                                       41








            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the date first above written.


                                    ENTERCOM RADIO, LLC


                                    BY:   _________________________
                                          Name:
                                          Title:


                                    ENTERCOM CAPITAL, INC.


                                    BY:   _________________________
                                          Name:
                                          Title:


                                    HSBC BANK USA, as Trustee


                                    By:   _________________________
                                          Name:
                                          Title:


                                    [GUARANTOR]


                                    BY:   _________________________
                                          Name:
                                          Title:

EX-4.5

                                                                     Exhibit 4.5

                         FORM OF SUPPLEMENTAL INDENTURE

         FIRST SUPPLEMENTAL INDENTURE dated as of March , 2002 to that certain
Indenture, dated as of __________, 2002 (the "Base Indenture," and together with
the First Supplemental Indenture, the "Indenture"), among Entercom Radio LLC, a
Delaware limited liability company ("Radio"), Entercom Capital, Inc., a Delaware
corporation ("Capital," each of Radio and Capital being referred to herein
individually as an "Issuer" and collectively as the "Company"), Entercom
Communications Corp., a Pennsylvania corporation (the "Parent Guarantor"), the
Subsidiary Guarantors listed on Schedule I thereto (the "Subsidiary Guarantors,"
and together with the Parent Guarantor, the "Guarantors") and HSBC Bank USA, as
Trustee (the "Trustee").

         The Issuers and the Trustee have heretofore executed the Base
Indenture, a form of which has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, as Exhibit 4.4 to the
Company's Registration Statement on Form S-3 (Registration No. 333-82542),
providing for the issuance from time to time of debt securities of the Issuers.

         The Issuers and the Trustee are hereby supplementing the Base Indenture
pursuant to the provisions of Section 9.01(7) of the Base Indenture to establish
the form and terms of the debt securities issued pursuant to this First
Supplemental Indenture. The terms of this First Supplemental Indenture shall
supplement and be incorporated in their entirety with the terms of the Base
Indenture. To the extent any terms of this First Supplemental Indenture are
contrary to or duplicative of terms contained in the Base Indenture, the terms
of this First Supplemental Indenture shall be deemed to supersede the Base
Indenture.

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the % Senior Subordinated Notes due 2014 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

         So long as any of the Notes are outstanding, the following definitions
shall be applicable to the Notes, shall be included as defined terms for all
purposes under the Base Indenture with respect to the Notes and, to the extent
inconsistent with the definitions contained in Section 1.01 of the Base
Indenture, shall replace such definitions with respect to the Notes. Capitalized
terms used but not defined herein shall have the meaning ascribed to such terms
in the Base Indenture.

         "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

         "Acquisition Debt" means Indebtedness the proceeds of which are
utilized solely to (x) acquire all or substantially all of the assets or a
majority of the Voting Stock of an existing radio broadcasting business or
station or (y) finance an LMA (in each case, including to repay or refinance
indebtedness or other obligations incurred in connection with such acquisition
or LMA, as the case may be, and to pay related fees and expenses).

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary that apply to such transfer or exchange.

         "Asset Sale" means:

                  (1) the sale, lease, conveyance or other disposition of any
         assets or rights, other than in the ordinary course of business
         (provided, that the sale, lease, conveyance or other disposition of
         radio stations or all or substantially all their assets shall be deemed
         not to be in the ordinary course of business); provided that the sale,
         conveyance or other disposition of all or substantially all of the
         assets of the Company and its Restricted Subsidiaries taken as a whole
         will be governed by the provisions of this First Supplemental Indenture
         described in Sections 4.09 and/or 5.01 hereof and not by the provisions
         of Section 4.06 hereof; and

                  (2) the issuance of Equity Interests in a Restricted
         Subsidiary to any Person other than the Parent Guarantor or a
         Restricted Subsidiary or the sale by the Company or a Restricted
         Subsidiary of Equity Interests in a Restricted Subsidiary.

         Notwithstanding the foregoing, the following items will not be deemed
to be Asset Sales:

                  (1) any single transaction or series of related transactions
         that involves assets having a fair market value of $5.0 million or
         less;

                  (2) a transfer of assets between or among the Company and its
         Restricted Subsidiaries;

                  (3) an issuance of Equity Interests by a Restricted Subsidiary
         to the Company or to another Restricted Subsidiary;

                  (4) the sale or lease of equipment, inventory, accounts
         receivable or other assets in the ordinary course of business;

                  (5) the sale and leaseback of any assets within 90 days of the
         acquisition thereof;

                  (6) foreclosure on assets;

                  (7) the disposition of equipment that the Company shall
         determine in good faith to be obsolete or no longer used or useful in
         the business of such entity;

                  (8) the sale or other disposition of cash or Cash Equivalents;
         and

                  (9) a Restricted Payment or Permitted Investment that is
         permitted by Section 4.03 hereof.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.


                                       2

         "Board of Directors" means:

                  (1) with respect to a corporation, the board of directors of
         the corporation;

                  (2) with respect to a partnership, the board of directors of
         the general partner of the partnership; and

                  (3) with respect to any other Person, the board or committee
         of such Person having a similar function.

                  Unless the context otherwise requires, references to "Board of
         Directors" is the board of directors (or equivalent body) or a
         committee of such board of directors of the Parent Guarantor.

         "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

         "Capital Stock" means:

                  (1) in the case of a corporation, corporate stock;

                  (2) in the case of an association or business entity, any and
         all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

                  (3) in the case of a partnership or limited liability company,
         partnership or membership interests (whether general or limited); and

                  (4) any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person.

         "Cash Equivalents" means (i) United States dollars; (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government
having maturities of not more than one year from the date of acquisition; (iii)
certificates of deposit and eurodollar time deposits with maturities of one year
or less from the date of acquisition, bankers' acceptances with maturities not
exceeding one year and overnight bank deposits, in each case, with any lender
party to Credit Facilities or any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or
better; (iv) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clauses (ii) and (iii) above
entered into with any financial institution meeting the qualifications specified
in clause (iii) above; (v) commercial paper having one of the two highest
ratings obtainable from Moody's Investors Service, Inc. or Standard & Poor's
Rating Services and in each case maturing within one year after the date of
acquisition; and (vi) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (i) through (v) of
this definition.

         "Change of Control" means the occurrence of any of the following:

                  (1) the direct or indirect sale, transfer, conveyance or other
         disposition (other than by way of merger or consolidation), in one or a
         series of related transactions, of all or substantially all of the
         properties or assets of the Company and its Restricted Subsidiaries,
         taken as a whole to any "person" (as that term is used in Section
         13(d)(3) of the Exchange Act) other than a Principal or a Related Party
         of a Principal;


                                       3

                  (2) the adoption of a plan relating to the liquidation or
         dissolution of the Company;

                  (3) the consummation of any transaction (including, without
         limitation, any merger or consolidation) the result of which is that
         any "person" (as defined above), other than the Principals and their
         Related Parties, becomes the Beneficial Owner, directly or indirectly,
         of more than 50% of the Voting Stock of the Company, measured by voting
         power rather than number of shares; or

                  (4) the first day on which a majority of the members of the
         Board of Directors are not Continuing Directors.

         "Company" means Entercom Radio LLC and Entercom Capital, Inc., and any
and all successors thereto.

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

                  (1) an amount equal to any extraordinary loss plus any net
         loss, together with any related provision for taxes, realized by such
         Person or any Restricted Subsidiary in connection with (a) an Asset
         Sale (including any sale and leaseback transaction), or (b) the
         disposition of any securities by such Person or any of the Restricted
         Subsidiaries or the extinguishment of any Indebtedness of such Person
         or any of the Restricted Subsidiaries, to the extent such losses were
         deducted in computing such Consolidated Net Income; plus

                  (2) provision for taxes based on income or profits of such
         Person and its Restricted Subsidiaries for such period, to the extent
         that such provision for taxes was deducted in computing such
         Consolidated Net Income; plus

                  (3) consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued and
         whether or not capitalized (including, without limitation, amortization
         of debt issuance costs and original issue discount, non-cash interest
         payments, the interest component of any deferred payment obligations,
         the interest component of all payments associated with Capital Lease
         Obligations, imputed interest with respect to obligations with respect
         to any sale and leaseback transaction, all fees, including but not
         limited to agency fees, letter of credit fees, commitment fees,
         commissions, discounts and other fees and charges incurred in respect
         of Indebtedness and net of the effect of all payments made or received
         pursuant to Hedging Obligations), to the extent that any such expense
         was deducted in computing such Consolidated Net Income; plus

                  (4) depreciation, amortization (including non-cash employee
         and officer equity compensation expenses, amortization of goodwill and
         other intangibles, amortization of programming costs and barter
         expenses, but excluding amortization of prepaid cash expenses that were
         paid in a prior period) and other non-cash expenses (excluding any such
         non-cash expense to the extent that it represents amortization of a
         prepaid cash expense that was paid in a prior period) of such Person
         and its Restricted Subsidiaries for such period to the extent that such
         depreciation, amortization and other non-cash expenses were deducted in
         computing such Consolidated Net Income; plus

                  (5) any extraordinary or non-recurring expenses of such Person
         and the Restricted Subsidiaries for such period to the extent that such
         charges were deducted in computing such Consolidated Net Income; minus


                                       4

                  (6) non-cash items increasing such Consolidated Net Income for
         such period, other than the accrual of revenue in the ordinary course
         of business; minus

                  (7) cash payments related to non-cash charges that increased
         Consolidated Cash Flow in any prior period; minus

                  (8) barter revenues,

in each case, on a consolidated basis and determined in accordance with GAAP.

         Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other non-cash
expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to
compute Consolidated Cash Flow of the Company only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Subsidiary without prior governmental approval
(that has not been obtained), and without direct or indirect restriction
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to that
Subsidiary or its stockholders.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum, without duplication of:

                  (1) the consolidated interest expense of such Person and the
         Restricted Subsidiaries for such period, whether paid or accrued
         (including, without limitation, amortization of original issue
         discount, non-cash interest payments, the interest component of any
         deferred payment obligations, the interest component of all payments
         associated with Capital Lease Obligations, imputed interest with
         respect to commissions, discounts and other fees and charges incurred
         in respect of letter of credit or bankers' acceptance financings, and
         net payments (if any) pursuant to Hedging Obligations);

                  (2) the consolidated interest expense of such Person and the
         Restricted Subsidiaries that was capitalized during such period;

                  (3) any interest expense on Indebtedness of another Person
         that is guaranteed by such Person or any of the Restricted Subsidiaries
         or secured by a Lien on assets of such Person or any of the Restricted
         Subsidiaries (whether or not such Guarantee or Lien is called upon);
         and

                  (4) the product of:

                           (a) all cash dividend payments (and non-cash dividend
         payments in the case of a Person that is a Restricted Subsidiary) on
         any series of preferred stock of such Person or any of the Restricted
         Subsidiaries, times

                           (b) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory tax rate of such Person, expressed as a
         decimal, in each case, on a consolidated basis and in accordance with
         GAAP.

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:


                                       5

                  (1) the Net Income (to the extent positive) of any Person
         other than a Restricted Subsidiary shall be included only the extent of
         dividends and distributions paid in cash to the Company or a Restricted
         Subsidiary by such Person;

                  (2) the Net Income of any Restricted Subsidiary shall be
         excluded to the extent that the declaration or payment of dividends or
         similar distributions by that Restricted Subsidiary of that Net Income
         is not at the date of determination permitted without any prior
         governmental approval (that has not been obtained) or, directly or
         indirectly, by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Restricted Subsidiary or its
         stockholders;

                  (3) the Net Income of any Person acquired in a pooling of
         interests transaction for any period prior to the date of such
         acquisition will be excluded; and

                  (4) the cumulative effect of a change in accounting principles
         will be excluded.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Parent Guarantor who (i) was a member of
or nominated to such Board of Directors on the date of this First Supplemental
Indenture; or (ii) was nominated for election either (a) by one or more of the
Principals or (b) with the approval of at least a majority of the members of the
Board of Directors then in office who either were members of the Board of
Directors on the date of this First Supplemental Indenture or whose election or
nomination for election was previously so approved.

         "Credit Agreement" means that certain Credit Agreement, dated as of
December 16, 1999, as amended through the date of this First Supplemental
Indenture, by and among Radio, as borrower, the Parent Guarantor, as guarantor,
Banc of America Securities LLC, as book manager, Key Corporate Capital Inc., as
administrative agent, Bank of America, N.A., as syndication agent and the
lenders party thereto, including any related notes, guarantees, letters of
credit, collateral documents, instruments and agreements executed in connection
therewith, as amended, extended, restated, supplemented, modified, renewed,
refunded, restructured, replaced or refinanced from time to time (including any
increase in principal amount), in whole or in part, whether with the original
agents and lenders or other agents and lenders, and whether provided under the
original credit agreement or one or more other credit agreements or otherwise.

         "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time (including any increase in principal amount), in
whole or in part.

         "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.02 hereof,
substantially in the form of Exhibit A-1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Designated Senior Indebtedness" means (i) any Indebtedness outstanding
under the Credit Agreement, including any guarantees in respect of such
Indebtedness; and (ii) any other Senior


                                       6

Indebtedness permitted under this First Supplemental Indenture the principal
amount of which (or which is otherwise available under a committed facility) at
the date of determination is $25.0 million or more and that has been designated
by an Issuer or a Subsidiary Guarantor as "Designated Senior Indebtedness;"
provided, however, that, so long as the Credit Agreement remains in effect,
lenders holding a majority of the loan commitments or outstanding loans
thereunder shall have consented in writing to such designation by an Issuer or a
Subsidiary Guarantor unless the Credit Agreement expressly provides that such
lenders shall not have such right to consent to such designation.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event (other than an optional call for redemption by
the issuer thereof), matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, or is redeemable at the option of the holder of
the Capital Stock, in whole or in part, on or prior to the date on which the
Notes mature. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders of the Capital
Stock have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with the provisions of Section
4.03.

         "Domestic Subsidiary" means any Restricted Subsidiary that is formed
under the laws of the United States or any state of the United States or the
District of Columbia or that guarantees or otherwise provides direct credit
support for any Indebtedness of the Company.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Equity Offering" means an offering of Capital Stock (other than
Disqualified Stock) of the Company or an offering by any direct or indirect
parent of the Company of its Capital Stock in which the proceeds are contributed
to the Company, in each case which offering results in at least $25.0 million of
net proceeds to the Company.

         "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this First Supplemental Indenture.

         "Existing Debentures" means the 6 1/4% Convertible Subordinated
Debentures due 2014 of the Parent Guarantor.

         "Existing Debentures Indenture" means the Indenture dated as of October
6, 1999 by and between the Parent Guarantor, as issuer, and Wilmington Trust
Company, as Trustee with respect to the Existing Debentures.

         "Global Notes" means, individually and collectively, the Global Notes,
substantially in the form of Exhibit A hereto issued in accordance with Section
2.01, 2.02(b)(ii), 2.02(d) or 2.02(e) hereof.

         "Global Note Legend" means the legend set forth in Section 2.02(f)
hereof, which is required to be placed on all Global Notes issued under this
First Supplemental Indenture.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.


                                       7

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

         "Guarantors" means the Parent Guarantor and the Subsidiary Guarantors.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under (i) currency exchange or interest rate swap
agreements, interest rate cap agreements and currency exchange or interest rate
collar agreements and (ii) other agreements or arrangements designed to protect
such Person against fluctuations in currency exchange rates or interest rates.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

                  (1) in respect of borrowed money;

                  (2) evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                  (3) in respect of banker's acceptances;

                  (4) representing Capital Lease Obligations;

                  (5) representing the balance deferred and unpaid of the
         purchase price of any property, except any such balance that
         constitutes an accrued expense or trade payable; or

                  (6) representing the aggregate net amount of all Hedging
         Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person; provided,
however, that Indebtedness shall not include the pledge of the Capital Stock of
an Unrestricted Subsidiary to secure Non-Recourse Debt of that Unrestricted
Subsidiary.

         The amount of any Indebtedness outstanding as of any date will be:

                  (1) the accreted value of the Indebtedness, in the case of any
         Indebtedness issued with original issue discount; and

                  (2) the principal amount of the Indebtedness, together with
         any interest on the Indebtedness that is more than 30 days past due, in
         the case of any other Indebtedness.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of


                                       8

Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any Restricted Subsidiary sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary or a Restricted Subsidiary issues any of its Equity Interests such
that, in each case, after giving effect to any such sale, disposition or
issuance, such Person is no longer a Restricted Subsidiary, the Company will be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of Section 4.03.

         "Leverage Ratio" means the ratio of (i) the aggregate outstanding
amount of Indebtedness of each of the Company and the Indebtedness of the
Restricted Subsidiaries as of the last day of the most recently ended fiscal
quarter for which the Company has filed consolidated financial statements with
the SEC, plus the aggregate liquidation preference of all outstanding
Disqualified Stock of the Company and outstanding preferred stock of the
Restricted Subsidiaries (except preferred stock issued to the Company or a
Restricted Subsidiary) as of such day to (ii) the aggregate Consolidated Cash
Flow of the Company for the last four full fiscal quarters for which the Company
has filed consolidated financial statements with the SEC or first provided
consolidated financial statements to the holders of the Notes ending on or prior
to the date of determination (the "Reference Period").

         For purposes of this definition, the aggregate outstanding principal
amount of the Indebtedness of the Company and the Restricted Subsidiaries and
the aggregate liquidation preference of all Disqualified Stock and outstanding
preferred stock of the Restricted Subsidiaries for which such calculation is
made shall be determined on a pro forma basis as if the Indebtedness,
Disqualified Stock and preferred stock giving rise to the need to perform such
calculation had been incurred and issued and the proceeds therefrom had been
applied, and all other transactions in respect of which such Indebtedness is
being incurred or Disqualified Stock or preferred stock is being issued had
occurred, on the first day of such Reference Period. In addition to the
foregoing, for purposes of this definition, the Leverage Ratio shall be
calculated on a pro forma basis, after giving effect to (i) the incurrence of
the Indebtedness of such Person and the Restricted Subsidiaries and the issuance
of the Disqualified Stock or preferred stock (and the application of the
proceeds therefrom) giving rise to the need to make such calculation and any
incurrence (and the application of the proceeds therefrom) or repayment of other
Indebtedness, Disqualified Stock or preferred stock, at any time subsequent to
the beginning of the Reference Period and on or prior to the date of
determination (including any deemed incurrence or issuance which is the subject
of an Incurrence Notice delivered to the Trustee during such period pursuant to
clause (xiii) of the definition of Permitted Indebtedness), as if such
incurrence or issuance (and the application of the proceeds thereof), or the
repayment, as the case may be, occurred on the first day of the Reference Period
(except that, in making such computation, the amount of Indebtedness under any
revolving credit facility shall be computed based upon the average balance of
such Indebtedness at the end of each month during such period), and (ii) any
acquisition at any time on or subsequent to the first day of the Reference
Period and on or prior to the date of determination (including any deemed
acquisition which is the subject of an Incurrence Notice delivered to the
Trustee during such period pursuant to clause (xiii) of the definition of
Permitted Indebtedness), as if such acquisition or disposition (including the
incurrence, assumption or liability for, or repayment of, any such Indebtedness
and the issuance of such Disqualified Stock or preferred stock and also
including any Consolidated Cash Flow associated with such acquisition) and
occurred on the first day of the Reference Period giving pro forma effect to any
non-recurring expenses, non-recurring costs and cost reductions within the first
year after such acquisition the Company reasonably anticipates in good faith if
the Company delivers to the Trustee an officer's certificate executed by the
chief financial or accounting officer of the Company certifying to and
describing and quantifying in reasonable detail such non-recurring expenses,
non-recurring costs and cost reductions. Furthermore, in calculating
Consolidated Interest Expense for purposes of the calculation of Consolidated
Cash Flow, (a) interest on Indebtedness determined on a fluctuating basis as of
the date of determination (including Indebtedness actually incurred on the date
of the transaction giving rise to the need to calculate the Leverage Ratio) and


                                       9

which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness as in effect on the date of determination and (b) notwithstanding
(a) above, interest determined on a fluctuating basis, to the extent such
interest is covered by Hedging Obligations, shall be deemed to accrue at the
rate per annum resulting after giving effect to the operation of such
agreements.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

         "LMA" means a local marketing arrangement, joint sales agreement, time
brokerage agreement, shared services agreement, management agreement or similar
arrangement pursuant to which a Person, subject to customary preemption rights
and other limitations (i) obtains the right to sell a portion of the advertising
inventory of a radio station of which a third party is the licensee, (ii)
obtains the right to exhibit programming and sell advertising time during a
portion of the air time of a radio station or (iii) manages a portion of the
operations of a radio station.

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale, or (b) the
disposition of any securities by such Person or any Restricted Subsidiary or the
extinguishment of Indebtedness of such Person or any Restricted Subsidiary; and
(ii) any extraordinary gain (but not loss), together with any related provision
for taxes on such extraordinary gain (but not loss).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any Restricted Subsidiary in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (i) the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, (ii) taxes paid or payable as a result
of the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (iii) amounts required
to be applied to the repayment of Indebtedness, other than Senior Indebtedness
secured by a Lien on the asset or assets that were the subject of such Asset
Sale and (iv) any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP (but only for so long as and
to the extent such reserve is maintained in accordance with GAAP).

         "Non-Recourse Debt" means Indebtedness:

                  (1) as to which neither the Company nor any Restricted
         Subsidiary (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness), (b) is directly or indirectly liable as a guarantor or
         otherwise, or (c) constitutes the lender; and

                  (2) no default with respect to which (including any rights
         that the holders of the Indebtedness may have to take enforcement
         action against an Unrestricted Subsidiary) would permit upon notice,
         lapse of time or both any holder of any other Indebtedness (other than
         the Notes) of the Company or any Restricted Subsidiary to declare a
         default on such other


                                       10

         Indebtedness or cause the payment of the Indebtedness to be accelerated
         or payable prior to its stated maturity.

         "Notes" has the meaning assigned to it in the preamble to this First
Supplemental Indenture. The Notes and the Additional Notes shall be treated as a
single class for all purposes under this First Supplemental Indenture.

         "Obligations" means any principal (or accreted amount in the case of
any discount obligation), interest, premium, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing, creating, evidencing or securing any Indebtedness and in all cases
whether direct or indirect, absolute or contingent, now outstanding or hereafter
created, assumed or incurred and including, without limitation, interest
accruing subsequent to the filing of a petition in bankruptcy or the
commencement of any insolvency, reorganization or similar proceedings at the
rate provided in the relevant documentation, whether or not an allowed claim,
and any obligation to redeem or defease any of the foregoing.

         "Offering" means the offering of the Notes by the Company.

         "Parent Guarantor" means Entercom Communications Corp., in its capacity
as guarantor under this First Supplemental Indenture.

         "Participant" means, with respect to the Depositary, a Person who has
an account with the Depositary.

         "Permitted Asset Swap" means, with respect to the Company and the
Restricted Subsidiaries, the substantially concurrent exchange of assets of the
Company or a Restricted Subsidiary (including Equity Interests of a Restricted
Subsidiary) for assets of another Person, which assets are used in or useful to
a Permitted Business.

         "Permitted Business" means any business engaged in by the Company or
the Restricted Subsidiaries as of the Closing Date or any business reasonably
related, ancillary or complementary thereto.

         "Permitted Investments" means:

                  (1) any Investment in the Company or in a Restricted
         Subsidiary;

                  (2) any Investment in Cash Equivalents;

                  (3) any Investment by the Company or any Restricted Subsidiary
         in a Person, if as a result of such Investment:

                           (a) such Person becomes a Restricted Subsidiary; or

                           (b) such Person is merged, consolidated or
                  amalgamated with or into, or transfers or conveys
                  substantially all of its assets to, or is liquidated into, the
                  Company or a Restricted Subsidiary;

                  (4) any Investment made as a result of the receipt of non-cash
         consideration from an Asset Sale that was made pursuant to and in
         compliance with Section 4.06;


                                       11

                  (5) any acquisition of assets (including Investments in
         Unrestricted Subsidiaries) solely in exchange for the issuance of
         Equity Interests (other than Disqualified Stock) of the Company;

                  (6) notes and accounts receivable incurred in the ordinary
         course of business and any Investments received in compromise of
         obligations of any Person incurred in the ordinary course of trade
         creditors or customers that were incurred in the ordinary course of
         business, including pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of any trade creditor or
         customer;

                  (7) Hedging Obligations;

                  (8) loans and advances to employees of the Company or any
         Restricted Subsidiary in the ordinary course of business not in excess
         of $10.0 million in aggregate principal amount at any time outstanding;
         or

                  (9) other Investments in any Person having an aggregate fair
         market value (measured on the date each such Investment was made and
         without giving effect to subsequent changes in value), that, when taken
         together with all other Investments made pursuant to this clause (9) do
         not exceed $20.0 million at any time outstanding.

         "Permitted Junior Securities" means (i) Equity Interests in the Company
or the Parent Guarantor or, subject to the provisions of the Credit Agreement,
any Subsidiary Guarantor; or (ii) debt securities of an Issuer or any Guarantor
that are subordinated to all Senior Indebtedness and any debt securities issued
in exchange for Senior Indebtedness and subordinated to substantially the same
extent as, or to a greater extent than, the Notes and the Guarantees are
subordinated to Senior Indebtedness under this First Supplemental Indenture.

         "Permitted Liens" means:

                  (1) Liens securing Senior Indebtedness that was permitted by
         the terms of this First Supplemental Indenture to be incurred;

                  (2) Liens in favor of the Company or a Restricted Subsidiary;

                  (3) Liens on property of a Person existing at the time such
         Person is merged with or into or consolidated with the Company or any
         Restricted Subsidiary of the Company; provided that such Liens were in
         existence prior to the contemplation of such merger or consolidation
         and do not extend to any assets other than those of the Person merged
         into or consolidated with the Company or the Restricted Subsidiary;

                  (4) Liens on property existing at the time of acquisition of
         the property by the Company or any Restricted Subsidiary; provided that
         such Liens were in existence prior to the contemplation of such
         acquisition;

                  (5) Liens to secure the performance of statutory obligations,
         surety or appeal bonds, performance bonds or other obligations of a
         like nature incurred in the ordinary course of business;

                  (6) Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by clause (iv) of the second paragraph of
         Section 4.05 covering only the assets acquired with such Indebtedness;


                                       12

                  (7) Liens existing on the date of this First Supplemental
         Indenture;

                  (8) Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent or that are being contested in good
         faith by appropriate proceedings promptly instituted and diligently
         concluded; provided that any reserve or other appropriate provision as
         is required in conformity with GAAP has been made therefor;

                  (9) Liens incurred in the ordinary course of business of the
         Company or any Restricted Subsidiary with respect to obligations that
         do not exceed an aggregate amount of $10.0 million at any one time
         outstanding;

                  (10) Liens securing Permitted Refinancing Indebtedness where
         the Liens securing the Indebtedness being refinanced were permitted
         under this First Supplemental Indenture;

                  (11) easements, rights-of-way, zoning and similar restrictions
         and other similar encumbrances or title defects incurred or imposed, as
         applicable, in the ordinary course of business and consistent with
         industry practices;

                  (12) any interest or title of a lessor under any Capital Lease
         Obligation;

                  (13) Liens securing reimbursement obligations with respect to
         commercial letters of credit which encumber documents and other
         property relating to letters of credit and products and proceeds
         thereof;

                  (14) Liens encumbering deposits made to secure statutory,
         regulatory, contractual or warranty obligations, including rights of
         offset and set-off;

                  (15) Liens securing Hedging Obligations which Hedging
         Obligations relate to Indebtedness that is otherwise permitted under
         this First Supplemental Indenture;

                  (16) leases or subleases granted to others;

                  (17) Liens under licensing agreements in the ordinary course
         of business;

                  (18) judgment Liens not giving rise to an Event of Default;

                  (19) Liens encumbering property of the Company or a Restricted
         Subsidiary consisting of carriers, warehousemen, mechanics,
         materialmen, repairmen and landlords, and other Liens arising by
         operation of law and incurred in the ordinary course of business for
         sums which are not overdue or which are being contested in good faith
         by appropriate proceedings and (if so contested) for which appropriate
         reserves with respect thereto have been established and maintained on
         the books of the Company or a Restricted Subsidiary in accordance with
         GAAP;

                  (20) Liens encumbering property of the Company or a Restricted
         Subsidiary incurred in the ordinary course of business in connection
         with workers' compensation, unemployment insurance, or other forms of
         governmental insurance or benefits, or to secure performance of bids,
         tenders, statutory obligations, leases, and contracts (other than for
         Indebtedness) entered into in the ordinary course of business of the
         Company or a Restricted Subsidiary; and

                  (21) Liens on assets of Unrestricted Subsidiaries that secure
         Non-Recourse Debt of Unrestricted Subsidiaries.


                                       13

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any Restricted Subsidiary issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any Restricted Subsidiary (other than
intercompany Indebtedness); provided that:

                  (1) the principal amount (or accreted value, if applicable) of
         such Permitted Refinancing Indebtedness does not exceed the principal
         amount (or accreted value, if applicable) of the Indebtedness extended,
         refinanced, renewed, replaced, defeased or refunded (plus all accrued
         interest on the Indebtedness and the amount of all expenses and
         premiums incurred in connection therewith);

                  (2) such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and has a Weighted
         Average Life to Maturity equal to or greater than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (3) if the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded is subordinated in right of payment to
         the Notes, such Permitted Refinancing Indebtedness has a final maturity
         date later than the final maturity date of, and is subordinated in
         right of payment to, the Notes on terms at least as favorable to the
         Holders of Notes as those contained in the documentation governing the
         Indebtedness being extended, refinanced, renewed, replaced, defeased or
         refunded; and

                  (4) such Indebtedness is incurred by the Company or by the
         Restricted Subsidiary who is the obligor on the Indebtedness being
         extended, refinanced, renewed, replaced, defeased or refunded.

         "Principals" means Joseph M. Field and David J. Field.

         "Related Party" means:

                  (1) any immediate family member (in the case of an individual)
         of any Principal; or

                  (2) any trust, corporation, partnership or other entity, the
         beneficiaries, stockholders, partners, owners or Persons beneficially
         holding an 80% or more controlling interest of which consist of any one
         or more Principals and/or such other Persons referred to in the
         immediately preceding clause (1).

         "Representative" means, as the case may be, a trustee, agent or
representative appointed for the holders of any Senior Indebtedness under an
agreement to which such Senior Indebtedness was issued.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Subsidiary" means each of the current and future
Subsidiaries of the Company, other than Unrestricted Subsidiaries.

         "SEC" means the Securities and Exchange Commission.

         "Senior Indebtedness" means (i) all Indebtedness of the Company or any
Guarantor outstanding under the Credit Agreement and all Hedging Obligations
with respect thereto, (ii) any other Indebtedness of the Company or any
Guarantor permitted to be incurred under the terms of this First Supplemental
Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is


                                       14

on a parity with or subordinated in right of payment to the Notes or any
Guarantee, and (iii) all Obligations with respect to the items listed in the
preceding clauses (i) and (ii). Notwithstanding anything to the contrary in the
preceding sentence, Senior Indebtedness will not include (w) any liability for
federal, state, local or other taxes owed or owing by an Issuer or a Guarantor,
(x) any intercompany Indebtedness of the Company, the Parent Guarantor or any
Restricted Subsidiary to the Company or any of its Affiliates; (y) any trade
payables; or (z) the portion of any Indebtedness that is incurred in violation
of this First Supplemental Indenture; provided, however, that, notwithstanding
the foregoing, solely with respect to the Parent Guarantor, during the time that
any Existing Debentures remain outstanding, Senior Indebtedness shall mean the
"Secured Senior Debt" of the Parent Guarantor (as defined in the Existing
Debentures Indenture).

         "Senior Guarantees" means the Guarantees by the Guarantors of
Obligations under the Credit Facilities.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1.02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

         "Subsidiary Guarantee" means the Guarantee of a Subsidiary Guarantor
with respect to the Notes.

         "Subsidiary Guarantors" means each of:

         (1) the Restricted Subsidiaries on the date of this First Supplemental
Indenture; and

         (2) any other of the Company's Subsidiaries that executes a Subsidiary
Guarantee in accordance with the provisions of this First Supplemental
Indenture; and

         (3) each of their respective successors and assigns.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "Subsidiary" means, with respect to any specified Person: (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and (ii) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof).

         "Subsidiary Guarantee" means the Guarantee by each Guarantor of the
Company's payment obligations under this First Supplemental Indenture and on the
Notes, executed pursuant to the provisions of this First Supplemental Indenture.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
resolution of the Board of Directors, but only to the extent that such
Subsidiary:


                                       15

                  (1) has no Indebtedness other than Non-Recourse Debt;

                  (2) is not party to any agreement, contract, arrangement or
         understanding with the Company or any Restricted Subsidiary unless the
         terms of any such agreement, contract, arrangement or understanding are
         no less favorable to the Company or such Restricted Subsidiary than
         those that might be obtained at the time from Persons who are not
         Affiliates of the Company;

                  (3) is a Person with respect to which neither the Company nor
         any Restricted Subsidiary has any direct or indirect obligation to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results; and

                  (4) has not guaranteed or otherwise directly or indirectly
         provided credit support for any Indebtedness of the Company or any
         Restricted Subsidiary.

         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by the terms of Section 4.03 hereof. If,
at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this First Supplemental Indenture and
any Indebtedness of such Subsidiary will be deemed to be incurred by a
Restricted Subsidiary as of such date and, if such Indebtedness is not permitted
to be incurred as of such date pursuant to Section 4.05, the Company will be in
default under such section. The Board of Directors may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and
such designation will only be permitted if (1) such Indebtedness is permitted
pursuant to Section 4.05 calculated on a pro forma basis as if such designation
had occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would exist following such designation.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing: (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness,
by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment, by (ii) the then
outstanding principal amount of such Indebtedness.

         "Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
will at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person.


                                       16




Section 1.02.     Other Definitions.



                                                                                                Defined in
        Term                                                                                      Section
        ----                                                                                      -------
                                                                                             
        "Additional Notes".................................................................        2.01
        "Affiliate Transaction"............................................................        4.07
        "Asset Sale Offer".................................................................        3.03
        "Change of Control Offer"..........................................................        4.09
        "Change of Control Payment"........................................................        4.09
        "Change of Control Payment Date"...................................................        4.09
        "Event of Default".................................................................        6.01
        "Excess Proceeds"..................................................................        4.06
        "incur"............................................................................        4.05
        "Incurrence Notice"................................................................        4.05
        "Offer Amount".....................................................................        3.03
        "Offer Period".....................................................................        3.03
        "Payment Blockage Notice"..........................................................        9.03
        "Payment Default"..................................................................        6.01
        "Permitted Indebtedness"...........................................................        4.05
        "Purchase Date"....................................................................        3.03
        "Restricted Payments"..............................................................        4.03


                                   ARTICLE 2.
                                    THE NOTES

Section 2.01.     General.

         (a) Designation of Series. Pursuant to the terms hereof and Section
2.01 of the Base Indenture, there is hereby established the Notes, known as the
"___% Senior Subordinated Notes due 2014," which shall be guaranteed by the
Guarantors, and such Notes and Guarantees shall be deemed "Securities" for all
purposes under the Base Indenture.

         (b) Form of Notes. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

         The Company may issue additional Notes (the "Additional Notes") under
this First Supplemental Indenture from time to time after the date hereof,
subject to compliance with Section 4.05 hereof. The Notes and any debt
securities subsequently issued under the Indenture (but not this First
Supplemental Indenture) shall be treated as distinct classes of debt securities
for all purposes under the Indenture, including waivers, amendments, redemptions
and offers to purchase.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of the Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of the Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling.


                                       17

         (c) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.02 hereof.

         The Company initially appoints the Depositary Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

Section  2.02. Transfer and Exchange.

         Pursuant to Section 7.01 of the Base Indenture, this Section 2.02
hereby supercedes and replaces in their entirety Section 2.06 and Section
2.13(b) and (c) of the Base Indenture.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.02
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.02 hereof, shall
be authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.02(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.02(b), (c) or (e) hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this First
Supplemental Indenture and the Applicable Procedures. Transfers of beneficial
interests in the Global Notes also shall require compliance with either
subparagraph (i) or (ii) below, as applicable:

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Global Note may be transferred to Persons
         who take delivery thereof in the form of a beneficial interest in a
         Global Note. No written orders or instructions shall be required to be
         delivered to the Registrar to effect the transfers described in this
         Section 2.02(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section

                                       18

         2.02(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Note shall be
         registered to effect the transfer or exchange referred to in (1) above.
         Upon satisfaction of all of the requirements for transfer or exchange
         of beneficial interests in Global Notes contained in this First
         Supplemental Indenture and the Notes or otherwise applicable under the
         Securities Act, and upon receipt by the Trustee of an Opinion of
         Counsel, reasonably acceptable to the Trustee, with respect to such
         matters, if requested by the Trustee, the Trustee shall adjust the
         principal amount of the relevant Global Note(s) pursuant to Section
         2.02(g) hereof.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.
If any holder of a beneficial interest in a Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then, upon satisfaction of the conditions set forth in Section 2.02(b)(ii)
hereof, the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.02(g) hereof, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.02(c) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.
A Holder of a Definitive Note may exchange such Note for a beneficial interest
in a Global Note or transfer such Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in a Global Note at any
time. Upon receipt of a request for such an exchange or transfer, the Trustee
shall cancel the applicable Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Global Notes.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes. A
Holder of Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of another Definitive Note. Upon receipt of a
request to register such a transfer, the Registrar shall register the Definitive
Notes pursuant to the instructions from the Holder thereof. Upon request by a
Holder of Definitive Notes and such Holder's compliance with the provisions of
this Section 2.02(e), the Registrar shall register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing.

         (f) Legend. The following legend shall appear on the face of all Global
Notes issued under this First Supplemental Indenture in substantially the
following form:


                                       19

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.02 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.02(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

         (g) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (h) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global Notes
         and Definitive Notes upon the Company's order or at the Registrar's
         request.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.01, 3.03, 4.06, 4.09
         and 8.05 hereof).

                  (iii) The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this First
         Supplemental Indenture, as the Global Notes or Definitive Notes
         surrendered upon such registration of transfer or exchange.

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being

                                       20

         redeemed in part or (C) to register the transfer of or to exchange a
         Note between a record date and the next succeeding Interest Payment
         Date.

                  (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes
         (subject to the provisions of the Notes for record dates), and none of
         the Trustee, any Agent or the Company shall be affected by notice to
         the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02 of
         the Base Indenture.

                  (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.02 to effect a registration of transfer or exchange may be
         submitted by facsimile.

Section 2.03. Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

         Pursuant to Sections 2.01(g) and (h) of the Base Indenture, the
following provisions are hereby added to Article 3 of the Base Indenture:

Section 3.01.     Optional Redemption.

         (a) Except as set forth in clause (b) of this Section 3.01, the Company
shall not have the option pursuant to this Section 3.01 to redeem the Notes
prior to , 2007. Thereafter, the Company shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning
on of each of the years indicated below:



        Year                                                                                  Percentage
        ----                                                                                  ----------
                                                                                           
        2007.............................................................................         %
        2008.............................................................................         %
        2009.............................................................................         %
        2010 and thereafter..............................................................       100.00%


         (b) Notwithstanding the provisions of clause (a) of this Section 3.01,
at any time prior to , 2005, the Company may, on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this
First Supplemental Indenture with the net proceeds of one or more Equity
Offerings at a redemption price equal to    % of the aggregate principal amount
thereof; provided that at least 65% in aggregate principal amount of the Notes
originally issued remain outstanding

                                       21

immediately after the occurrence of such redemption and that such redemption
occurs within 180 days of the date of the closing of such Equity Offering.

         (c) Any redemption pursuant to this Section 3.01 shall be made pursuant
to the provisions of Section 3.01 through 3.06 of the Base Indenture.

Section 3.02.     Mandatory Redemption.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

Section 3.03.     Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.06 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.06 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

         If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

         (a) that the Asset Sale Offer is being made pursuant to this Section
3.03 and Section 4.06 hereof and the length of time the Asset Sale Offer shall
remain open;

         (b) the Offer Amount, the purchase price and the Purchase Date;

         (c) that any Note not tendered or accepted for payment shall continue
to accrete or accrue interest;

         (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest after the Purchase Date;

         (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may elect to have Notes purchased in integral multiples of $1,000
only;

         (f) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse

                                       22

of the Note completed, or transfer by book-entry transfer, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;

         (g) that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

         (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

         (i) that Holders whose Notes were purchased only in part shall be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer).

         On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.03. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

         Other than as specifically provided in this Section 3.03, any purchase
pursuant to this Section 3.03 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Base Indenture.

                                   ARTICLE 4.
                                   COVENANTS

         Pursuant to Section 2.01(l) of the Base Indenture, so long as any of
the Notes are outstanding, the Company covenants and agrees, in addition to the
covenants and agreements contained in Article 4 of the Base Indenture, as
follows with respect to the Notes; provided that Section 4.07 of the Base
Indenture shall not be applicable to the Notes:

Section 4.01.     Additional Interest on Defaulted Interest.

         The following paragraph shall supercede and replace in its entirety the
second paragraph of Section 4.01 of the Base Indenture:

         The Company shall jointly and severally pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable
interest rate on the Notes to the extent lawful; it shall pay interest
(including post-

                                       23

petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the
same rate to the extent lawful.

Section 4.02.     Reports.

         The following provisions shall supercede and replace in its entirety
the Section 4.03 of the Base Indenture:

         (a) Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations for a company subject to
Section 13 or 15(d) under the Exchange Act: (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if the Company (or, taking into account Rule 3-10
of Regulation S-X or any successor rule or regulation, the Parent Guarantor)
were required to file such forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with respect to
the annual information only, a report on the annual financial statements by the
Company's (or the Parent Guarantor's) certified independent accountants; and
(ii) all current reports that would be required to be filed with the SEC on Form
8-K if the Company (or the Parent Guarantor) were required to file such reports.
The Company shall at all times comply with TIA Section 314(a).

         (b) If either of the Company or any Subsidiary Guarantor has designated
any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and
annual financial information required by the preceding paragraph will include,
either on the face of the financial statements or in the footnotes thereto, and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations, a reasonably
detailed summary of the Company and the Restricted Subsidiaries separate from
the financial condition and results of operations of the Unrestricted
Subsidiaries containing line items substantially consistent with those contained
in the summary section of the offering memorandum with respect to the Offering.

Section 4.03.     Restricted Payments.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly: (i) declare or pay any dividend or make any other
payment or distribution on account of the Company's or any Restricted
Subsidiary" Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation involving the Company or any
Restricted Subsidiary) or to the direct or indirect holders of the Company's or
any Restricted Subsidiary" Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company and other than dividends or distributions
payable to the Company or a Restricted Subsidiary); (ii) purchase, redeem or
otherwise acquire or retire for value (including, without limitation, in
connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or of any direct or indirect parent of the Company
(other than any such Equity Interests owned by the Company or a Restricted
Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Subsidiary Guarantees, except a payment of
interest or principal at the Stated Maturity thereof (except for payments into a
trust within one year of the stated maturity of any such Subordinated
Indebtedness which payments effect a defeasance or discharge of such
Indebtedness); or (iv) make any Restricted Investment (all such payments and
other actions set forth in clauses (i) through (iv) above being collectively
referred to as "Restricted Payments"), unless, at the time of and after giving
effect to such Restricted Payment:

         (a) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence of such Restricted Payment;


                                       24

         (b) the Company, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the applicable four-quarter period, would have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Leverage
Ratio test set forth in Section 4.05 hereof; and

         (c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries on
or after the date of this First Supplemental Indenture (excluding Restricted
Payments permitted by clauses (b), (c), (d), (e), (f) and (g), of the next
succeeding paragraph), is less than the sum, without duplication, of:

                  (i) (x) 100% of the aggregate Consolidated Cash Flow of the
         Company (or, in the event such Consolidated Cash Flow shall be a
         deficit, minus 100% of such deficit) accrued for the period beginning
         on the first day of the first calendar month commencing after the date
         of this First Supplemental Indenture and ending on the last day of the
         most recently completed fiscal quarter for which the Company has filed
         consolidated financial statements with the SEC or first provided
         consolidated financial statements to Holders of the Notes, less (y) 1.4
         times Consolidated Interest Expense for the same period, plus

                  (ii) 100% of the aggregate net proceeds (including the fair
         market value of property other than cash or Cash Equivalents) received
         by the Company on or after the date of this First Supplemental
         Indenture from (a) any parent as a capital contribution or (ii) the
         issue or sale of Equity Interests of the Company (other than
         Disqualified Stock), or of Disqualified Stock or debt securities of the
         Company that have been converted into such Equity Interests (other than
         Equity Interests (or Disqualified Stock or convertible debt securities)
         sold to a Restricted Subsidiary and other than Disqualified Stock or
         convertible debt securities that have been converted into Disqualified
         Stock), plus

                  (iii) to the extent that any Unrestricted Subsidiary is
         redesignated as a Restricted Subsidiary after the date of this First
         Supplemental Indenture, the fair market value of the Company's
         Investment in such Subsidiary as of the date of such redesignation,
         plus

                  (iv) to the extent that all or any part of a Restricted
         Investment is sold for cash or otherwise liquidated, retired or repaid
         for cash, the lesser of (a) the net cash proceeds received by us or any
         Restricted Subsidiary therefrom (less the cost of disposition, if any)
         and (b) the initial amount of such Restricted Investment, plus

                  (v) the aggregate amount returned in cash with respect to
         Restricted Investments made after the date of this First Supplemental
         Indenture whether through interest payments, principal payments,
         dividends or other distributions.

         The preceding provisions shall not prohibit:

                  (a) the payment of any dividend within 60 days after the date
         of declaration of the dividend, if at the date of declaration the
         dividend payment would have complied with the provisions of this First
         Supplemental Indenture;

                  (b) the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Restricted Subsidiary or of any Equity Interests of the Company in
         exchange for, or out of the net cash proceeds of the substantially
         concurrent sale (other than to a Restricted Subsidiary) of, Equity
         Interests of the Company (other than Disqualified Stock); provided that
         the amount of any such net cash proceeds that are utilized

                                       25

         for any such redemption, repurchase, retirement, defeasance or other
         acquisition shall be excluded from clause (c) (ii) of the preceding
         paragraph;

                  (c) the defeasance, redemption, repurchase or other
         acquisition of subordinated Indebtedness of the Company or any
         Restricted Subsidiary with the net cash proceeds from an incurrence of
         Permitted Refinancing Indebtedness;

                  (d) the payment of any dividend by a Restricted Subsidiary of
         the Company to the holders of its common Equity Interests on a pro rata
         basis;

                  (e) payment of dividends on Disqualified Stock the incurrence
         of which was permitted by this First Supplemental Indenture;

                  (f) repurchases of Equity Interests deemed to occur upon the
         cashless exercise of stock options; and

                  (g) dividends or distributions by the Company to the Parent
         Guarantor for (i) bona fide costs and operating expenses directly
         related to the operations of the Company and the Restricted
         Subsidiaries, (ii) other bona fide costs and expenses not to exceed an
         aggregate of $15.0 million in any calendar year, plus (iii) so long as
         no Default or Event of Default has occurred and is continuing, amounts
         necessary to fund interest payments and other required payments on the
         Existing Debentures, except during any period during which interest on
         the Existing Debentures has been deferred in accordance with their
         terms.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.03 shall be determined by the Board of Directors whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Director's determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if such
fair market value exceeds $10.0 million.

Section 4.04.    Dividend and Other Payment Restrictions Affecting Subsidiaries.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

         (a) pay dividends or make any other distributions on its Capital Stock
to an Issuer or any Restricted Subsidiary, or with respect to any other interest
or participation in, or measured by, its profits, or pay any indebtedness owed
to the Company or any Restricted Subsidiary;

         (b) make loans or advances to the Company or any Restricted Subsidiary;
or

         (c) transfer any of its properties or assets to the Company or any
Restricted Subsidiary.

However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

                  (i) agreements governing Existing Indebtedness and Credit
         Facilities as in effect on the date of this First Supplemental
         Indenture and any amendments, modifications, restatements,

                                       26

         renewals, increases, supplements, refundings, replacements or
         refinancings of those agreements; provided that such amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacement or refinancings are no more restrictive, taken
         as a whole, with respect to such dividend and other payment
         restrictions than those contained in those agreements as in effect on
         the date of this First Supplemental Indenture;

                  (ii) this First Supplemental Indenture, the Notes and the
         Subsidiary Guarantees;

                  (iii) applicable law, rule, regulation or order;

                  (iv) any instrument governing Indebtedness of a Person
         acquired by the Company or any Restricted Subsidiary as in effect at
         the time of such acquisition, which encumbrance or restriction is not
         applicable to any Person, or the properties or assets of any Person,
         other than the Person, or the property or assets of the Person, so
         acquired; provided that, in the case of Indebtedness, such Indebtedness
         was permitted by the terms of this First Supplemental Indenture to be
         incurred;

                  (v) customary non-assignment provisions in leases entered into
         in the ordinary course of business and consistent with past practices;

                  (vi) purchase money obligations (including Capital Lease
         Obligations) for property acquired in the ordinary course of business
         that impose restrictions only on that property of the nature described
         in clause (c) above;

                  (vii) contracts for the sale of assets, including without
         limitation any agreement for the sale or other disposition of a
         Restricted Subsidiary that restricts distributions by that Restricted
         Subsidiary pending its sale or other disposition;

                  (viii) Permitted Refinancing Indebtedness; provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are no more restrictive, taken as a whole,
         than those contained in the agreements governing the Indebtedness being
         refinanced;

                  (ix) Liens securing Indebtedness otherwise permitted to be
         incurred under the provisions of Section 4.08 hereof that limit the
         right of the debtor to dispose of the assets subject to such Liens;

                  (x) provisions with respect to the disposition or distribution
         of assets or property in joint venture agreements, assets sale
         agreements, stock sale agreements and other similar agreements entered
         into in the ordinary course of business; and

                  (xi) restrictions on cash or other deposits or net worth
         imposed by customers under contracts entered into in the ordinary
         course of business.

Section 4.05.     Incurrence of Indebtedness and Issuance of Preferred Stock.

         The Company shall not, and shall cause its Restricted Subsidiaries not
to, directly, or indirectly, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to (collectively, "incur") any Indebtedness (including Acquired Debt),
Disqualified Stock or preferred stock; provided, however, that the Company or
any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or
issue shares of Disqualified Stock if the Company's Leverage Ratio at the time
of incurrence of such Indebtedness or the issuance of such Disqualified Stock or
such preferred stock, as the case may be, after giving pro forma effect to such
incurrence or issuance as

                                       27

of such date and to the use of the proceeds therefrom as if the same had
occurred at the beginning of the most recently ended four full fiscal quarter
period of the Company for which the Company has filed consolidated financial
statements with the SEC or first provided consolidated financial statements to
Holders of the Notes, would have been no greater than 7.0 to 1.

         The provisions of the first paragraph of this Section 4.05 shall not
prohibit any of the following (collectively, "Permitted Indebtedness"):

                  (i) the incurrence by the Company and any Subsidiary Guarantor
         of additional Indebtedness and letters of credit under Credit
         Facilities in an aggregate principal amount at any one time outstanding
         under this clause (i) (with letters of credit being deemed to have a
         principal amount equal to the maximum potential liability of the
         Company and its Restricted Subsidiaries thereunder) not to exceed
         $650.0 million less the aggregate amount applied by the Company or the
         Subsidiary Guarantors to permanently reduce the availability of
         Indebtedness under the Credit Agreement pursuant to Section 4.06
         hereof;

                  (ii) the incurrence by the Company and its Restricted
         Subsidiaries of the Existing Indebtedness;

                  (iii) the incurrence by the Company and the Subsidiary
         Guarantors of Indebtedness represented by the Notes and the related
         Subsidiary Guarantees to be issued on the date of this First
         Supplemental Indenture;

                  (iv) the incurrence by the Company or any Restricted
         Subsidiary of Indebtedness represented by Capital Lease Obligations,
         mortgage financings or purchase money obligations, in each case
         incurred for the purpose of financing all or any part of the purchase
         price or cost of construction or improvement of property, plant or
         equipment whether through the direct purchase of assets or at least a
         majority of the Voting Stock of any person owning such assets, in an
         aggregate principal amount, including all Permitted Refinancing
         Indebtedness incurred to refund, refinance or replace any Indebtedness
         incurred pursuant to this clause (iv) not to exceed $20.0 million at
         any time outstanding;

                  (v) the incurrence by the Company or any Restricted Subsidiary
         of Permitted Refinancing Indebtedness in exchange for, or the proceeds
         of which are used to refund, refinance or replace Indebtedness (other
         than intercompany Indebtedness) that was permitted by this First
         Supplemental Indenture to be incurred under the first paragraph of this
         Section 4.05, this clause (v) or clauses (ii), (iii), (iv), (xii) or
         (xiii) of this paragraph.

                  (vi) the incurrence by the Company or any Restricted
         Subsidiary of intercompany Indebtedness between or among the Company
         and any of its Restricted Subsidiaries; provided, however, that (a) if
         we or a Subsidiary Guarantor is the obligor on intercompany
         Indebtedness owed to a Restricted Subsidiary that is not a Subsidiary
         Guarantor, such intercompany Indebtedness must be expressly
         subordinated to the prior payment in full in cash of all Obligations
         with respect to the Notes or the relevant Subsidiary Guarantee, as
         applicable, and (b)(x) any subsequent issuance or transfer of Equity
         Interests that results in any such Indebtedness being held by a Person
         other than the Company or a Restricted Subsidiary of the Company or (y)
         any sale or other transfer of any such Indebtedness to a Person other
         than the Company or a Restricted Subsidiary of the Company, shall be
         deemed, in each case, to constitute at the time of such issuance or
         transfer an incurrence of such Indebtedness by the Company or such
         Restricted Subsidiary, as the case may be, that was not permitted by
         this clause (vi);


                                       28

                  (vii) the incurrence by the Company or any Restricted
         Subsidiary of Hedging Obligations that are incurred for the purpose of
         fixing or hedging (x) interest rate risk with respect to any floating
         rate Indebtedness that is permitted by the terms of this First
         Supplemental Indenture to be outstanding or (y) currency exchange rate
         risk in the ordinary course of business;

                  (viii) the guarantee by the Company of Indebtedness of any of
         Restricted Subsidiary or by any Restricted Subsidiary of Indebtedness
         of the Company or any other Restricted Subsidiary, in each case that is
         permitted to be incurred by another provision of this covenant;
         provided, however, that such guarantee may be on a senior basis if the
         Indebtedness being guaranteed is Senior Indebtedness, but otherwise
         shall be pari passu with any Indebtedness being guaranteed that is pari
         passu with the Notes or the relevant Subsidiary Guarantee, or shall be
         on a subordinated basis if the Indebtedness being guaranteed is
         subordinated to the Notes or the relevant Subsidiary Guarantee, in
         which event such guarantee shall be subordinated at least to the same
         extent as the Indebtedness being guaranteed is subordinated to the
         Notes or the relevant Subsidiary Guarantee, as the case may be;

                  (ix) the incurrence of Indebtedness by the Company or any
         Restricted Subsidiary constituting reimbursement obligations with
         respect to letters of credit issued in the ordinary course of business,
         including without limitation letters of credit in respect to workers'
         compensation claims or self-insurance, or other Indebtedness with
         respect to reimbursement type obligations regarding workers'
         compensation claims; provided, however, that upon the drawing of such
         letters of credit or the incurrence of such Indebtedness, such
         obligations are reimbursed within 30 days following such drawing or
         incurrence;

                  (x) the incurrence of Obligations in respect of performance
         and surety bonds and completion guarantees provided by the Company or
         any Restricted Subsidiary in the ordinary course of business;

                  (xi) the incurrence by any Unrestricted Subsidiary of
         Non-Recourse Debt, provided, however, that if any such Indebtedness
         ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such
         event will be deemed to constitute an incurrence of Indebtedness by a
         Restricted Subsidiary of the Company that was not permitted by this
         clause (xi);

                  (xii) the incurrence by the Company or any Restricted
         Subsidiary of additional Indebtedness in an aggregate principal amount
         (or accreted value, as applicable) at any time outstanding, including
         all Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness incurred pursuant to this clause (xii), not to
         exceed $20.0 million; and

                  (xiii) Acquisition Debt of the Company or a Restricted
         Subsidiary if (a) such Acquisition Debt is incurred within 270 days
         after the date on which the related definitive acquisition agreement or
         LMA, as the case may be, was entered into by the Company or such
         Restricted Subsidiary, (b) the aggregate principal amount of such
         Acquisition Debt is no greater than the aggregate principal amount of
         Acquisition Debt set forth in a notice from the Company to the Trustee
         (an "Incurrence Notice") within ten days after the date on which the
         related definitive acquisition agreement or LMA, as the case may be,
         was entered into by the Company or such Restricted Subsidiary, which
         notice shall be executed on the Company's behalf by the chief financial
         officer of the Company in such capacity and shall describe in
         reasonable detail the acquisition or LMA, as the case may be, which
         such Acquisition Debt shall be incurred to finance, (c) after giving
         pro forma effect to the acquisition or LMA, as the case may be,
         described in such Incurrence Notice, the Company or such Restricted
         Subsidiary could have incurred such Acquisition Debt under the first
         paragraph of this Section 4.05 as of the date upon which the Company
         delivers such Incurrence Notice to the Trustee and (d) such Acquisition
         Debt, when

                                       29

         actually incurred, is utilized solely to finance the acquisition or
         LMA, as the case may be, described in such Incurrence Notice (including
         to repay or refinance indebtedness or other obligations incurred in
         connection with such acquisition or LMA, as the case may be, and to pay
         related fees and expenses); provided, however, that the Company shall
         be entitled to deliver a subsequent notice or notices to the Trustee
         that the Company is reducing the amount of Acquisition Debt specified
         in a prior notice or notices to the Trustee pursuant to clause (a) of
         this clause (xiii), in which case from and after the date of such later
         notice, only the amount of Acquisition Debt specified in such later
         notice shall be given effect pursuant to this clause (d) or incurred
         pursuant to this clause (xiii).

         For purposes of determining compliance with this Section 4.05, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Indebtedness described in clauses (i) through
(xiii) above, or is entitled to be incurred pursuant to the first paragraph of
this Section 4.05, the Company shall be permitted to classify such item of
Indebtedness on the date of its incurrence, or later reclassify all or a portion
of such item of Indebtedness, in any manner that complies with this Section
4.05. Accrual of interest, accretion or amortization of original issue discount,
the payments of dividends in kind and the accretion of accreted value shall not
be deemed to be an incurrence of Indebtedness for purposes of this Section 4.05.
Indebtedness under Credit Facilities outstanding on the date on which Notes are
first issued and authenticated under the Indenture shall be deemed to have been
incurred on such date in reliance on the exception provided by clause (i) of the
definition of Permitted Indebtedness.

Section 4.06.     Asset Sales.

         (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, consummate an Asset Sale unless:

                  (i) The Company or the Restricted Subsidiary, as the case may
         be, receives consideration at the time of the Asset Sale at least equal
         to the fair market value of the assets or Equity Interests issued or
         sold or otherwise disposed of;

                  (ii) the fair market value is determined by the Board of
         Directors and evidenced by a resolution of the Board of Directors set
         forth in an Officers' Certificate delivered to the Trustee; and

                  (iii) at least 75% of the consideration received in the Asset
         Sale by the Company or such Restricted Subsidiary is in the form of
         cash or Cash Equivalents, except to the extent the Company is
         undertaking a Permitted Asset Swap. For purposes of this provision and
         the next paragraph, each of the following shall be deemed to be cash:

                           (A) any liabilities, as shown on the Company's or
                  such Restricted Subsidiary's most recent balance sheet, of the
                  Company or any Restricted Subsidiary (other than contingent
                  liabilities and liabilities that are by their terms
                  subordinated to the Notes or any Subsidiary Guarantee) that
                  are assumed by the transferee of any such assets and the
                  lender releases the Company or such Restricted Subsidiary from
                  further liability; and

                           (B) any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are converted by the Company or such
                  Restricted Subsidiary within 90 days into cash or Cash
                  Equivalents, to the extent of the cash or Cash Equivalents
                  received in that conversion.


                                       30

         Notwithstanding the foregoing, the Company or any Restricted Subsidiary
shall be permitted to consummate an Asset Sale without complying with the
foregoing if:

                  (x) the Company or such Restricted Subsidiary receive
         consideration at the time of such Asset Sale at least equal to the fair
         market value of the assets or other property sold, issued or otherwise
         disposed of:

                  (y) the fair market value is determined by the Board of
         Directors and evidenced by a resolution of the Board of Directors set
         forth in an Officers' Certificate delivered to the Trustee; and

                  (z) at least 75% of the consideration for such Asset Sale
         constitutes a majority of the Voting Stock of a Permitted Business,
         assets used or useful in a Permitted Business and/or cash;

provided that any cash (other than any amount deemed cash under clause (iii)(A)
of the preceding paragraph) received by the Company or such Restricted
Subsidiary in connection with any Asset Sale permitted to be consummated under
this paragraph shall constitute Net Proceeds subject to the provisions of the
following paragraph.

         (b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, provided that (1) such Net Proceeds either singularly or when aggregated
with all other Net Proceeds from all Asset Sales consummated since the date of
this First Supplemental Indenture exceed $10.0 million, the Company or such
Restricted Subsidiary may apply those Net Proceeds at its option:

                  (i) to repay Senior Indebtedness and, if the Senior
         Indebtedness repaid is revolving credit Indebtedness, to
         correspondingly reduce commitments with respect thereto;

                  (ii) to acquire (or enter into a binding agreement to acquire,
         provided that such commitment shall be subject only to customary
         conditions and such acquisition shall be consummated within 180 days
         after the end of such 365-day period) all or substantially all of the
         assets of, or a majority of the Voting Stock of, another Permitted
         Business, or the minority interest in a Restricted Subsidiary other
         than a Subsidiary Guarantor;

                  (iii) to make capital expenditures; or

                  (iv) to acquire (or enter into a binding agreement to acquire,
         provided that such commitment shall be subject only to customary
         conditions and such acquisition shall be consummated within 180 days
         after the end of such 365-day period) other assets that are used or
         useful in a Permitted Business.

         Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by the Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall
make an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100%
of principal amount plus accrued and unpaid interest to the date of purchase,
and shall be payable in cash. If any



                                       31


Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use those Excess Proceeds for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

         (c) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this First Supplemental Indenture, the Company shall comply with
the applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Asset Sale provisions of this First
Supplemental Indenture by virtue of such conflict.

Section 4.07.     Transactions with Affiliates.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
"Affiliate Transaction"), unless:

         (a) the Affiliate Transaction is on terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and

         (b) the Company delivers to the Trustee:

                  (i) with respect to any Affiliate Transaction or series of
         related Affiliate Transactions involving aggregate consideration in
         excess of $2.0 million, a resolution of the Board of Directors set
         forth in an Officers' Certificate certifying that such Affiliate
         Transaction complies with this Section 4.07 and that such Affiliate
         Transaction has been approved by a majority of the disinterested
         members of the Board of Directors; and

                  (ii) with respect to any Affiliate Transaction or series of
         related Affiliate Transactions involving aggregate consideration in
         excess of $10.0 million, an opinion as to the fairness to the Company
         of such Affiliate Transaction from a financial point of view issued by
         an accounting, appraisal or investment banking firm of national
         standing.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of the prior paragraph:

         (a) any employment agreement entered into by the Company or any
Restricted Subsidiary in the ordinary course of business and consistent with the
past practice of the Company or such Restricted Subsidiary;

         (b) transactions between or among the Company and/or its Restricted
Subsidiaries;

         (c) loans, advances, payment of reasonable fees, indemnification of
directors, or similar arrangements to officers, directors, employees and
consultants who are not otherwise Affiliates of the Company;


                                       32


         (d) sales of Equity Interests (other than Disqualified Stock) to
Affiliates of the Company;

         (e) agreements in effect at the date of this First Supplemental
Indenture or any amendment thereto so long as such amendment is no less
favorable to the Company or such Restricted Subsidiary in any material respect
that the original agreement as in effect on the date of this First Supplemental
Indenture;

         (f) services to be provided to any Unrestricted Subsidiary of the
Company or any Restricted Subsidiary in the ordinary course of business, which
the Board of Directors has determined, pursuant to a resolution thereof, are
provided on terms at least as favorable to the Company and its Restricted
Subsidiaries as those that would have been obtained in a comparable transaction
with an unrelated Person; and

         (g) Permitted Investments and Restricted Payments that are permitted by
the provisions of this First Supplemental Indenture described under Section
4.03.

Section 4.08. Liens.

         The Company shall not, and shall not permit any Subsidiary Guarantor
to, directly or indirectly, create, incur, assume or suffer to exist any Lien of
any kind on any asset now owned or hereafter acquired of the Company or such
Subsidiary Guarantor securing Indebtedness ranking pari passu with, or junior to
the Notes or the Subsidiary Guarantees (other than Permitted Liens), unless all
Obligations in respect of the Notes, the Subsidiary Guarantees and this First
Supplemental Indenture are secured on an equal and ratable basis with (if such
secured Indebtedness is pari passu with the Notes or the Subsidiary Guarantee,
as the case may be; and otherwise on a senior basis to) the Indebtedness so
secured until such Indebtedness is no longer secured by a Lien.

Section 4.09. Offer to Repurchase Upon Change of Control.

         (a) Upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest to the date of purchase ( the "Change of Control
Payment"). Within 10 business days following any Change of Control, the Company
shall mail a notice to each Holder stating: (1) that the Change of Control Offer
is being made pursuant to this Section 4.09 and that all Notes tendered will be
accepted for payment; (2) the purchase price and the purchase date, which shall
be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered
will continue to accrue interest; (4) that, unless the Company defaults in the
payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date; (5) that Holders electing to have any Notes
purchased pursuant to a Change of Control Offer will be required to surrender
the Notes, with the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Notes completed, to the Paying Agent at the address specified in
the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date; (6) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the second Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased; and (7) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and

                                       33

regulations thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of Notes in connection with a Change of Control.

         (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof properly tendered and (3) deliver or cause to be delivered
to the Trustee the Notes properly accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail to each
Holder of Notes properly tendered and accepted the Change of Control Payment for
such Notes, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each
new Note shall be in a principal amount of $1,000 or an integral multiple
thereof.

         (c) Prior to complying with any of the provisions of this Section 4.09,
but in any event within 90 days following a Change of Control, the Company will
either pay all outstanding Senior Indebtedness or obtain the requisite consents,
if any, under all the agreements governing outstanding Senior Indebtedness to
permit the repurchase of the Notes required by this covenant. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

         (d) Notwithstanding anything to the contrary in this Section 4.09, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.09 and Section 3.03 hereof and all other provisions of the Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer.

Section 4.10. No Senior Subordinated Debt.

         The Company shall not incur, create, issue, assume, guarantee, or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Indebtedness of the Company and senior in any
respect in right of payment to the Notes. No Subsidiary Guarantor shall incur,
create, issue, assume, guarantee or otherwise become liable for any Indebtedness
that is subordinated or junior in right of payment to the Senior Indebtedness of
such Guarantor and senior in any respect in right of payment to such Guarantor's
Subsidiary Guarantee.

Section 4.11. Additional Subsidiary Guarantees.

         If the Company or any of its Subsidiaries acquires or creates another
Domestic Subsidiary after the date of this First Supplemental Indenture,
excluding all Subsidiaries that have been properly designated as Unrestricted
Subsidiaries in accordance with this First Supplemental Indenture for so long as
they continue to constitute Unrestricted Subsidiaries, then that newly acquired
or created Domestic Subsidiary shall become a Subsidiary Guarantor and execute a
supplemental Indenture and deliver an opinion of counsel satisfactory to the
Trustee within 10 Business Days of the date on which it was acquired or created;
provided, however, that if a Subsidiary of the Company that is not a Guarantor
guarantees a Subsidiary Guarantor's Indebtedness, such guarantee may be on a
senior basis if the Indebtedness being guaranteed is Senior Indebtedness, but
otherwise shall be pari passu with any Indebtedness being guaranteed that is
pari passu with the Notes, or shall be on a subordinated basis if the
Indebtedness being guaranteed is subordinated to the Notes, in which event such
guarantee shall be subordinated at least to the same extent the Indebtedness
being guaranteed is subordinated to the Notes.


                                       34

Section 4.12. Limitation on Issuances of Equity Interests in Wholly Owned
Subsidiaries.

         The Company (i) shall not, and shall not permit any of its Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Equity Interest in any Wholly Owned Subsidiaries of the Company to any Person
(other than the Company or a Wholly Owned Restricted Subsidiary of the Company),
unless (a) as a result of such transfer, conveyance, sale, lease or other
disposition or issuance such Restricted Subsidiary no longer constitutes a
Subsidiary and (b) the cash Net Proceeds from such transfer, conveyance, sale,
lease or other disposition are applied in accordance with Section 4.06 hereof
and (ii) shall not permit any Restricted Subsidiary to issue any of its Equity
Interests (other than, if necessary, shares of its Capital Stock constituting
directors' qualifying shares) to any Person other than to the Company or a
Wholly Owned Restricted Subsidiary of the Company.

Section 4.13. Payments for Consent.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this First Supplemental Indenture
or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to such consent, waiver or
agreement.

Section 4.14. Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary (or any
Person that upon its acquisition otherwise would become a Restricted Subsidiary)
to be an Unrestricted Subsidiary if that designation would not cause a Default
or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments owned
by the Company and the Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under
the first paragraph of Section 4.03 hereof or Permitted Investments, as
determined by the Company. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default or Event of Default.

                                   ARTICLE 5.
                                   SUCCESSORS

         Pursuant to Section 2.01(r) of the Base Indenture, so long as any of
the Notes are outstanding, the following provision shall supercede and replace
in its entirety Section 5.01 of the Base Indenture with respect to the Notes:

Section 5.01. Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless:

                  (i) either: (x) the Company is the surviving Person; or (y)
         the Person formed by or surviving any such consolidation or merger (if
         other than the Company) or to which such sale, assignment, transfer,
         conveyance or other disposition has been made is an entity organized or


                                       35

         existing under the laws of the United States, any state of the United
         States or the District of Columbia;

                  (ii) the Person formed by or surviving any such consolidation
         or merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, conveyance or other disposition has been made
         assumes all of the obligations of the Company under the Notes and this
         First Supplemental Indenture pursuant to a supplemental indenture
         reasonably satisfactory to the Trustee;

                  (iii) immediately after such transaction no Default or Event
         of Default exists; and

                  (iv) the Company or the Person formed by or surviving any such
         consolidation or merger (if other than the Company), or to which such
         sale, assignment, transfer, conveyance or other disposition has been
         made (x) shall, on the date of such transaction after giving pro forma
         effect thereto and any related financing transactions as if the same
         had occurred at the beginning of the applicable four-quarter period, be
         permitted to incur at least $1.00 of additional Indebtedness pursuant
         to the Leverage Ratio test set forth in the first paragraph of Section
         4.05, or (y) would have a lower Leverage Ratio immediately after the
         transaction, after giving pro forma effect to the transaction as if the
         transaction had occurred at the beginning of the applicable four
         quarter period, than the Company's Leverage Ratio immediately prior to
         the transaction.

         The preceding clause (iv) shall not prohibit: (x) a merger between the
Company and one of the Company's Wholly Owned Restricted Subsidiaries; or (y) a
merger between the Company and one of the Company's Affiliates incorporated
solely for the purpose of reincorporating in another state of the United States.

         In addition, the Company shall not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other Person. The provisions of this Section 5.01 shall not
apply to a sale, assignment, transfer, conveyance or other disposition of assets
between or among the Company and any of its Wholly Owned Restricted
Subsidiaries.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

         Pursuant to Section 2.01(m) of the Base Indenture, so long as any Notes
are outstanding, the following provisions shall supercede and replace in their
entirety Sections 6.01 and 6.02 of the Base Indenture with respect to the Notes;
provided that, for purposes of the Notes, references in Section 6.08 of the Base
Indenture to Section 6.01(1) and 6.01(2) thereof shall be deemed to refer to
Sections 6.01(a) and 6.01(b), respectively, of this First Supplemental Indenture
and references in Section 7.07 of the Base Indenture to Section 6.01(4) and
6.01(5) thereof shall be deemed to refer to Sections 6.01(h) and 6.01(i),
respectively, of this First Supplemental Indenture.

Section 6.01. Events of Default.

         An "Event of Default" occurs if:

         (a) the Company defaults in the payment when due of interest on the
Notes and such default continues for a period of 30 days;

         (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise;


                                       36

         (c) the Company or any Restricted Subsidiary fails to comply with any
of the provisions of Section 4.09 hereof;

         (d) the Company or any Restricted Subsidiary fails to comply with any
of the provisions of Section 4.03, 4.05, 4.06 or 5.01 hereof for 30 days;

         (e) the Company or any Restricted Subsidiary fails to observe or
perform any other covenant, representation, warranty or other agreement in the
Indenture, the Notes for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class;

         (f) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of the Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of the
Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or
is created after the date hereof, which default (i) is caused by a failure to
pay principal of such Indebtedness at the final Stated Maturity thereof (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $15.0 million or more;

         (g) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary and such judgment or
judgments remain undischarged for a period (during which execution shall not be
effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $10.0 million;

         (h) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

                  (i) commences a voluntary case,

                  (ii) consents to the entry of an order for relief against it
         in an involuntary case,

                  (iii) consents to the appointment of a custodian of it or for
         all or substantially all of its property,

                  (iv) makes a general assignment for the benefit of its
         creditors, or

                  (v) generally is not paying its debts as they become due; or

         (i) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

                  (i) is for relief against the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary in an involuntary
         case;

                  (ii) appoints a custodian of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary or for all or
         substantially all of the property of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary; or

                                       37

                  (iii) orders the liquidation of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;
or

         (j) except as permitted by the Indenture, any Subsidiary Guarantee of a
Significant Subsidiary is held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Significant Subsidiary that is a Guarantor, or any Person acting on behalf of
any such Guarantor, shall deny or disaffirm its obligations under such
Guarantor's Subsidiary Guarantee.

Section 6.02. Acceleration.

         If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Significant Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately;
provided, however, that until the Credit Agreement has been paid in full in
cash, no principal or accrued interest under the Notes shall become due and
payable until the earlier of (a) the date on which the Indebtedness under the
Credit Agreement shall been declared, or shall become or be, due and payable or
(b) the day that is five Business Days after the date on which the agent(s)
under the Credit Agreement is given written notice in accordance with the
provisions of the Credit Agreement of such declaration of acceleration of the
Notes. Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, any
of its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary, all outstanding Notes shall be
due and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

         In the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration
of any Indebtedness described in clause (f) of Section 6.01 hereof, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (f) of Section 6.01 hereof have
rescinded the declaration of acceleration in respect of the Indebtedness and if
(i) the annulment of the acceleration of Notes would not conflict with any
judgment or decree of a court of competent jurisdiction; and (ii) all existing
Events of Default, except nonpayment of principal or interest on the Notes that
became due solely because of the acceleration of the Notes, have been cured or
waived.

         If an Event of Default occurs on or after      , 2007 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have been required to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.01 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in the Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to      , 2007 by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company with the intention of avoiding the prohibition on redemption of
the Notes prior to such date, then, upon acceleration of the Notes, an
additional premium shall also become and be immediately due and payable in an
amount, for each of the years beginning on of the years set forth below, as set
forth

                                       38

below (expressed as a percentage of the principal amount of the Notes on the
date of payment that would otherwise be due but for the provisions of this
sentence):



           YEAR                                                    PERCENTAGE
           ----                                                    ----------
                                                                
           2003.............................................              %
           2004.............................................              %
           2005.............................................              %
           2006 and thereafter..............................              %


                                   ARTICLE 7.
                        AMENDMENT, SUPPLEMENT AND WAIVER

         Pursuant to Section 2.01(r) of the Base Indenture, so long as any Notes
are outstanding, the following provisions shall supercede and replace Sections
9.01 and 9.02 of the Base Indenture with respect to the Notes:

Section 7.01. Without Consent of Holders of Notes.

         Notwithstanding Section 7.02 of this First Supplemental Indenture, but
subject to the provisions of Article 8 hereof, the Company, the Guarantors and
the Trustee may amend or supplement this First Supplemental Indenture , the
Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

         (a) to cure any ambiguity, defect or inconsistency;

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

         (c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 of the Base Indenture or Article 9 of this First Supplemental
Indenture;

         (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any such Holder;

         (e) to comply with requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA;

         (f) to provide for the issuance of Additional Notes in accordance with
the limitations set forth in the Indenture as of the date hereof; or

         (g) to allow any Guarantor to execute a supplemental indenture and/or a
Guarantee with respect to the Notes.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 of the Base Indenture, the Trustee shall join with the Company and the
Guarantors in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of the Indenture and to make any further appropriate
agreements and stipulations

                                       39

that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental Indenture that affects its own rights, duties
or immunities under the Indenture or otherwise.

Section 7.02. With Consent of Holders of Notes.

         Except as provided below in this Section 7.02, but subject to the
provisions of Article 8 hereof, the Company and the Trustee may amend or
supplement this First Supplemental Indenture (including Section 3.03, 4.06 and
4.09 hereof), the Subsidiary Guarantees and the Notes with the consent of the
Holders of at least a majority in principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 of the Base
Indenture and Article 8 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium,
if any, or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of the
Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes
(including Additional Notes, if any) voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes). Without the consent of at least 75% in principal amount
of the Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, such Notes), no waiver or
amendment to this First Supplemental Indenture may make any change relating to
(1) the provisions of Article 9 hereof that adversely affect the rights of any
Holder of Notes or (2) release of any Guarantor from any of its obligations
under its Subsidiary Guarantee or this First Supplemental Indenture, except in
accordance with the terms of this First Supplemental Indenture.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 of the Base Indenture,
the Trustee shall join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under the Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 7.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. The Holders of a majority in aggregate principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of the Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 7.02 may not
(with respect to any Notes held by a non-consenting Holder):

         (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;

                                       40

         (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the Notes
except as provided above with respect to Sections 3.03, 4.06 and 4.09 hereof;

         (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

         (d) waive a Default or Event of Default in the payment of principal of
or premium, if any, or interest on the Notes (except a rescission of
acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes (including Additional Notes, if
any) and a waiver of the payment default that resulted from such acceleration);

         (e) make any Note payable in money other than that stated in the Notes;

         (f) make any change in the provisions of the Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest or premium on the Notes;

         (g) waive a redemption payment with respect to any Note except as
provided above with respect to Sections 3.03, 4.06 and 4.09 hereof;

         (h) make any change in the foregoing amendment and waiver provisions;
or

         (i) amend or waive the provisions of Article Eight of this First
Supplemental Indenture in a manner that adversely affects the rights of the
Holders of the Notes; or

         (j) release any Guarantor from any of its obligations under its
Guarantee or the Indenture, except in accordance with the terms of the
Indenture.

Section 7.03. Compliance with Trust Indenture Act.

         Every amendment or supplement to this First Supplemental Indenture or
the Notes shall be set forth in a amended or supplemental Indenture that
complies with the TIA as then in effect.

                                   ARTICLE 8.
                                  SUBORDINATION

         Pursuant to Section 2.01(u) of the Base Indenture, so long as any Notes
are outstanding, the following provisions shall be applicable with respect to
the Notes:

Section 8.01. Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the principal, interest, premium on and all other Obligations arising under the
Notes or this Indenture are subordinated in right of payment, to the extent and
in the manner provided in this Article Eight, to the prior payment in full in
cash of all Senior Indebtedness (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of and enforceable by the holders of Senior Indebtedness.

Section 8.02. Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company

                                       41

or its property, in an assignment for the benefit of creditors or in any
marshaling of the Company's assets and liabilities:

                  (i) holders of Senior Indebtedness shall be entitled to
         receive payment in full in cash of all Obligations due in respect of
         such Senior Indebtedness (including interest after the commencement of
         any such proceeding at the rate and on the terms specified in the
         applicable Senior Indebtedness whether or not a claim for such interest
         would be allowed in such proceeding) before Holders of the Notes shall
         be entitled to receive any payment or distribution of any assets or
         securities with respect to the Notes or on account of any purchase or
         redemption or other acquisition of any Note (except that Holders may
         receive and retain (A) Permitted Junior Securities and (B) payments and
         other distributions made from any defeasance trust created pursuant to
         Section 8.06 of the Base Indenture so long as, on the date or dates the
         respective amounts were paid into trust, such payments were made
         without violating the provisions set forth in this Article Eight); and

                  (ii) until all Obligations with respect to Senior Indebtedness
         (as provided in clause (i) above) are paid in full in cash, any payment
         or distribution to which Holders would be entitled but for this Article
         Eight shall be made to holders of Senior Indebtedness (except that
         Holders of Notes may receive and retain (A) Permitted Junior Securities
         and (B) payments and other distributions made from any defeasance trust
         created pursuant to Section 8.06 of the Base Indenture so long as, on
         the date or dates the respective amounts were paid into trust, such
         payments were made without violating the provisions set forth in this
         Article Eight), as their interests may appear.

Section 8.03. Default on Designated Senior Indebtedness.

         (a) Neither the Company nor any Guarantor may make any payment or
distribution of any assets or securities to the Trustee or any Holder in respect
of the Notes or any applicable Guarantee in respect thereof and may not acquire,
redeem or purchase from the Trustee or any Holder any Notes for cash or property
(other than (A) Permitted Junior Securities and (B) payments and other
distributions made from any defeasance trust created pursuant to Section 8.06 of
the Base Indenture so long as, on the date or dates the respective amounts were
paid into trust, such payments were made without violating the provisions set
forth in this Article Eight) until all principal and other Obligations with
respect to the Designated Senior Indebtedness have been paid in full in cash if:

                  (i) a default in the payment of any principal of, or premium,
         if any, or interest on or any fees or other Obligations with respect to
         Designated Senior Indebtedness occurs and is continuing (a "payment
         default"); or

                  (ii) any other default, other than a payment default (a
         "nonpayment default"), on any series of Designated Senior Indebtedness
         occurs and is continuing that permits holders of that series of
         Designated Senior Indebtedness to accelerate its maturity and the
         Trustee receives a notice in writing of the default (a "Payment
         Blockage Notice") from the holders of any Designated Senior
         Indebtedness or their Representative.

         If the Trustee receives any such Payment Blockage Notice, no subsequent
Payment Blockage Notice shall be effective for purposes of this Section unless
and until at least 360 days shall have elapsed since the delivery of the
immediately prior Payment Blockage Notice. No nonpayment default that existed or
was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice
unless such default has been cured or waived for a period of not less than 90
consecutive days.


                                       42

         (b) The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them:

                  (i) in the case of a payment default, upon the date which the
         default is cured or waived in writing by the holders of Designated
         Senior Indebtedness or a representative on their behalf, or

                  (ii) in the case of a nonpayment default, the earlier of: (A)
         the date on which such nonpayment default is cured or waived in writing
         by holders of Designated Senior Indebtedness or a representative on
         their behalf, (B) 179 days after the applicable Payment Blockage Notice
         is received by the Trustee, or (C) the date on which the trustee
         receives notice in writing from or on behalf of the holders of
         Designated Senior Indebtedness to terminate the applicable Payment
         Blockage Notice, unless in any case, the maturity of any such
         Designated Senior Indebtedness has been accelerated,

if this Article Eight otherwise permits the payment, distribution or acquisition
at the time of such payment, distribution or acquisition.

Section 8.04. Acceleration of Notes.

         If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

Section 8.05. When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment or
distribution with respect to the Notes (except (A) in Permitted Junior
Securities or (B) from payments and other distributions made from any defeasance
trust created pursuant to Section 8.06 of the Base Indenture so long as on the
date or dates the respective amounts were paid into trust, such payments were
made without violating the provisions set forth in this Article Eight) at a time
when such payment or distribution is prohibited by Section 8.02 or 8.03 hereof,
such payment or distribution shall be held by the Trustee or such Holder, in
trust for the benefit of the holders of Senior Indebtedness, and shall be paid
over and delivered, with any necessary endorsement, upon written request of the
holders of Senior Indebtedness, to the holders of Senior Indebtedness as their
interests may appear or their Representative under this First Supplemental
Indenture or other agreement (if any) pursuant to which Senior Indebtedness may
have been issued, as their respective interests may appear, for application to
the payment of all Obligations with respect to Senior Indebtedness remaining
unpaid to the extent necessary to pay such Obligations in full in cash in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article Eight, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this First Supplemental Indenture against the Trustee. The Trustee shall
not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness,
and shall not be liable to any such holders if the Trustee shall pay over or
distribute to or on behalf of Holders or the Company money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
Eight, except if such payment is made as a result of the willful misconduct or
gross negligence of the Trustee.


                                       43

Section 8.06. Notice by Company.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article Eight, but failure to give
such notice shall not affect the subordination of the Notes to the Senior
Indebtedness or the rights of holders of Senior Indebtedness as provided in this
Article Eight.

Section 8.07. Subrogation.

         No payment or distribution to any holder of Senior Indebtedness
pursuant to this Article 8 shall entitle any holder of Notes to exercise any
rights of subrogation in respect thereof until the Senior Indebtedness shall
have been paid in full in cash. After all Senior Indebtedness is paid in full in
cash and until the Notes are paid in full in cash, Holders of Notes shall be
subrogated (equally and ratably with all other Indebtedness pari passu with the
Notes) to the rights of holders of Senior Indebtedness to receive distributions
applicable to Senior Indebtedness to the extent that distributions otherwise
payable to the Holders of Notes have been applied to the payment of Senior
Indebtedness. A distribution made under this Article Eight to holders of Senior
Indebtedness that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 8.08. Relative Rights.

         This Article Eight defines the relative rights of Holders of Notes and
holders of Senior Indebtedness. Nothing in this First Supplemental Indenture
shall:

                  (i) impair, as between the Company and Holders of Notes, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of and interest on the Notes in accordance with their terms;

                  (ii) affect the relative rights of Holders of Notes and
         creditors of the Company other than their rights in relation to holders
         of Senior Indebtedness; or

                  (iii) prevent the Trustee or any Holder of Notes from
         exercising its available remedies upon a Default or Event of Default,
         subject to the rights of holders and owners of Senior Indebtedness to
         receive distributions and payments otherwise payable to Holders of
         Notes.

         If the Company fails because of this Article Eight to pay principal of
or interest on a Note on the due date, the failure is still a Default or Event
of Default.

Section 8.09. Subordination May Not Be Impaired by Company or any Guarantor.

         No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Guarantor or any Holder or by
the failure of the Company or any Guarantor or any Holder to comply with this
First Supplemental Indenture or any Note or any Guarantee regardless of any
knowledge thereof that any holder of Senior Indebtedness may have or otherwise
be charged with.

         No exercise of, delay in exercising or failure to exercise any right
arising under this Article, no act or omission of any holder of Senior
Indebtedness in respect of the Company or any of its Subsidiaries or any other
Person or any collateral security for any Senior Indebtedness or any right
arising under this Article, no change, impairment, or suspension of any right or
remedy of any holder of any Senior Indebtedness, no other act, failure to act,
circumstance, occurrence or event which, but for this provision, would or could
act as a release or exoneration of the obligations of any Holder of Notes under
this Article

                                       44

shall in any way affect, decrease, diminish or impair any of the obligations of
the holders of the Notes under this Article or give any Holder of the Notes any
recourse or defense against any holder of the Senior Indebtedness in respect of
any right arising under this Article.

Section 8.10. Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

         Upon any payment or distribution of assets of the Company referred to
in this Article Eight, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other Indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article Eight.

Section 8.11. Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article Eight or any other
provision of this First Supplemental Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts that would prohibit the making of
any payment or distribution by the Trustee, and the Trustee and the Paying Agent
may continue to make payments on the Notes, unless the Trustee shall have
received at its Corporate Trust Office at least two Business Days prior to the
date of such payment written notice of facts that would cause the payment of any
Obligations with respect to the Notes to violate this Article Eight. Only the
Company, the holders of Senior Indebtedness and their Representatives may give
such notice, provided that only the holders of Designated Senior Indebtedness or
their Representative may give a Payment Blockage Notice. Nothing in this Article
Eight shall impair the claims of, or payments to, the Trustee under or pursuant
to Section 7.07 of the Base Indenture.

         The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

Section 8.12. Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article Eight, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section [ ] of the Base Indenture at least 30 days before the expiration of the
time to file such claim, the Representatives are hereby authorized, but shall
not be obligated, to file an appropriate claim for and on behalf of the Holders
of the Notes.

Section 8.13. Amendments.

         The provisions of this Indenture relating to subordination shall not be
amended, modified or waived in a manner adverse to the holders of Designated
Senior Indebtedness without the written consent of the holders of all Designated
Senior Indebtedness or their duly authorized representatives.


                                       45

Section 8.14. Reinstatement of Payments.

         This Article shall remain in full force and effect until such time as
the Senior Indebtedness shall have been indefeasibly paid in full in cash and
the liability of the Trustee and the Noteholders under this Article Eight shall
be reinstated and revived, and the rights of the holders of Senior Indebtedness
shall continue, with respect to any amount at any time paid on account of the
Senior Indebtedness which shall thereafter be required to be restored or
returned by the holders of the Senior Indebtedness, whether pursuant to any
proceeding described in Sections 6.01(h) or (i), pursuant to any fraudulent
conveyance or fraudulent transfer statute or otherwise, as though such amount
had not been paid.

                                   ARTICLE 9.
                                   GUARANTEES

         Pursuant to Section 2.01(v) of the Base Indenture, so long as any Notes
are outstanding, the following provisions shall be applicable with respect to
the Notes:

Section 9.01. Guarantee.

         Subject to this Article Nine, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of, premium, if any, and interest on the Notes will be promptly paid in full in
cash when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations,
that same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at Stated Maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a Guarantee of payment and not a Guarantee of collection.

         The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that the Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, the
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders

                                       46

and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture
for the purposes of the Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of the Guarantee. The Guarantors shall have the right
to seek contribution from any non-paying Guarantor so long as the exercise of
such right does not impair the rights of the Holders under the Guarantee.

Section 9.02. Subordination of Guarantee.

         The Obligations of each Guarantor under its Guarantee pursuant to this
Article Nine shall be junior and subordinated to Senior Indebtedness of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Indebtedness of the Company provided that, with respect to the Parent Guarantor
only, the Guarantee shall be subordinated in accordance with the provisions of
the Existing Debentures Indenture. For the purposes of this Section 9.02, the
Trustee and the Holders shall have the right to receive and/or retain payments
by any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this First Supplemental Indenture.

Section 9.03. Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of such Guarantor
will, after giving effect to such maximum amount and all other contingent and
fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article Nine, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance.

Section 9.04. Execution and Delivery of Guarantee.

         To evidence its Guarantee set forth in Section 9.01, each Guarantor
hereby agrees that a notation of such Guarantee substantially in the form
included in Exhibit C hereto shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this First
Supplemental Indenture shall be executed on behalf of such Guarantor by its
Officers.

         Each Guarantor hereby agrees that its Guarantee set forth in Section
9.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

         If an Officer whose signature is on this First Supplemental Indenture
or on the Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Guarantee is endorsed, the Guarantee shall be
valid nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this First Supplemental Indenture on behalf of the Guarantors.

         In the event that the Company creates or acquires any new Domestic
Subsidiaries subsequent to the date hereof, if required by Section 4.11 of this
First Supplemental Indenture, the Company shall cause

                                       47

such Subsidiaries to execute supplemental indentures to this First Supplemental
Indenture and Subsidiary Guarantees in accordance with Section 4.11 of this
First Supplemental Indenture and this Article Nine, to the extent applicable.

Section 9.05. Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 9.06, no Subsidiary Guarantor
may sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Subsidiary Guarantor
is the surviving Person) another Person other than the Company, the Parent
Guarantor or another Subsidiary Guarantor unless:

         (1) immediately after giving effect to such transaction, no Default or
Event of Default exists; and

         (2) either

         (a) subject to Section 9.06 hereof, the Person acquiring the property
in any such sale of disposition or the Person formed by or surviving any such
consolidation or merger (if other than a Subsidiary Guarantor or the Company)
unconditionally assumes all the obligations of such Subsidiary Guarantor,
pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee, under the Notes, this First Supplemental Indenture
and the Guarantee on the terms set forth herein or therein;

         (b) the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of the Indenture, including, without
limitation, Section 4.11 of the Indenture.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of the Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Guarantees
so issued shall in all respects have the same legal rank and benefit under this
First Supplemental Indenture as the Guarantees theretofore and thereafter issued
in accordance with the terms of this First Supplemental Indenture as though all
of such Guarantees had been issued at the date of the execution hereof.

         Except as set forth in Articles 4 and 5 of the Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in this First
Supplemental Indenture or in any of the Notes shall prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor, or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

Section 9.06. Releases Following Sale of Assets.

         In the event of (a) any sale or other disposition of all or
substantially all of the assets of a Subsidiary Guarantor (including by way of
merger or consolidation) to a Person that is not (either before or after giving
effect to such transaction) a Subsidiary of the Company, and as a result of
which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the
sale or other disposition complies with Section 4.06 hereof, (b) in connection
with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person
that is not (either before or after giving effect to such transaction) a
Subsidiary of the Company, and as a result of which such Subsidiary Guarantor
ceases to be a Restricted Subsidiary, if the

                                       48

sale complies with Section 4.06 hereof, (c) the designation of any Restricted
Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in
accordance with Section 4.14 hereof, or (d) the discharge or release of all
guarantees by such Subsidiary Guarantor of, and all pledges of property or
assets of such Subsidiary Guarantor securing, all other Indebtedness of the
Company and the Restricted Subsidiaries, then such Guarantor or, in the case of
a sale or other disposition of all or substantially all of the assets of such
Guarantor, the Person acquiring such property, will be released and relieved of
any obligations under its Guarantee. Upon delivery by the Company to the Trustee
of an Officers' Certificate and an Opinion of Counsel to the effect that such
sale, disposition, redesignation or discharge or release was made by the Company
in accordance with the provisions of the Indenture, the Trustee shall execute
any documents reasonably required in order to evidence the release of any
Guarantor from its obligations under its Guarantee.

         Any Guarantor not released from its obligations under its Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article Nine.

                                  ARTICLE 10.
                                   DEFEASANCE

         Pursuant to Section 2.01(r) of the Base Indenture, so long as any of
the Notes are outstanding, the following provision shall supercede and replace
in its entirety Section 8.04 of the Base Indenture with respect to the Notes:

Section 10.01. Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 of the Base Indenture of
the option applicable to this Section 10.01, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.05
of the Base Indenture, be released from their respective obligations under the
covenants contained in Sections 4.02 through 4.14, and Section 5.01 hereof with
respect to the outstanding Securities of any series on and after the date the
conditions set forth in Section 8.05 of the Base Indenture are satisfied, and
the Securities of such series shall thereafter be deemed not "outstanding" for
the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes hereunder (it
being understood that such Securities shall not be deemed outstanding for
accounting purposes). For this purpose, "Covenant Defeasance" means that, with
respect to the outstanding Securities of any series, the Company and the
Guarantors may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this First Supplemental Indenture and such
Securities shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.02 of the Base Indenture of the option applicable to this
Section 10.01, subject to the satisfaction of the conditions set forth in
Section 8.05 hereof, Sections 6.01(c) through 6.01(j) of this First Supplemental
Indenture shall not constitute Events of Default.

Section 10.02. Miscellaneous.

         So long as any Notes are outstanding, references in Section 8.05(c) of
the Base Indenture to Section 6.01(4) and 6.01(5) thereof shall, for purposes of
the Notes and this First Supplemental Indenture, be deemed to refer to Section
6.01(h) and 6.01(i), respectively, of this First Supplemental Indenture.


                                       49

                                   ARTICLE 11.
                                  MISCELLANEOUS

Section 11.01.    Ratification of Base Indenture.

         Except as specifically modified herein, the Base Indenture is in all
respects ratified and confirmed and shall remain in full force and effect in
accordance with its terms.

Section 11.02.    Application of First Supplemental Indenture.

         Each and every term and condition contained in this First Supplemental
Indenture that modifies, amends or supplements the terms and conditions of the
Base Indenture shall apply only to the Notes created hereby and not to any
future series of Securities established under the Base Indenture.

Section 11.03.    Benefits of First Supplemental Indenture.

         Nothing contained in this First Supplemental Indenture shall or shall
be construed to confer upon any person other than a Holders of the Notes, the
Company, the Holders of Senior Indebtedness and the Trustee any right or
interest to avail itself of any benefit under any provision of this First
Supplemental Indenture.

Section 11.04.    Effective Date.

         This First Supplemental Indenture shall be effective as of the date
first written above and upon the execution and delivery hereof by each of the
parties hereto.

Section 11.05.    Trustee.

         The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this First Supplemental Indenture or
for or in respect of the recitals contained herein, all of which are made solely
by the Company.

Section 11.06.    Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 11.07.    Successors.

         All agreements of the Company in the Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this First Supplemental
Indenture shall bind its successors. All agreements of each Guarantor in this
First Supplemental Indenture shall bind its successors, except as otherwise
provided in Section 9.06.

Section 11.08.    Severability.

         In case any provision in this First Supplemental Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


                                       50

Section 11.09.    Counterpart Originals.

         The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

                         [Signatures on following page]


                                       51

                                   SIGNATURES


Dated as of March 5, 2002

                                           ENTERCOM RADIO LLC

                                           By: _________________________________
                                                 Name:
                                                 Title:

                                           ENTERCOM CAPITAL, INC.

                                           By: _________________________________
                                                 Name:
                                                 Title:

                                           ENTERCOM COMMUNICATIONS CORP.

                                           By: _________________________________
                                                 Name:
                                                 Title:


                                       52

                                           SUBSIDIARY GUARANTORS:

                                             ENTERCOM BOSTON, LLC
                                             ENTERCOM BOSTON LICENSE, LLC
                                             ENTERCOM BUFFALO, LLC
                                             ENTERCOM BUFFALO LICENSE, LLC
                                             ENTERCOM DENVER, LLC
                                             ENTERCOM DENVER LICENSE, LLC
                                             DELAWARE EQUIPMENT HOLDINGS, LLC
                                             ENTERCOM GAINESVILLE, LLC
                                             ENTERCOM GAINESVILLE LICENSE, LLC
                                             ENTERCOM GREENSBORO, LLC
                                             ENTERCOM GREENSBORO LICENSE, LLC
                                             ENTERCOM GREENVILLE, LLC
                                             ENTERCOM GREENVILLE LICENSE, LLC
                                             ENTERCOM INTERNET HOLDING, LLC
                                             ENTERCOM KANSAS CITY, LLC
                                             ENTERCOM KANSAS CITY LICENSE, LLC
                                             ENTERCOM LONGVIEW, LLC
                                             ENTERCOM LONGVIEW LICENSE, LLC
                                             ENTERCOM MADISON, LLC
                                             ENTERCOM MADISON LICENSE, LLC
                                             ENTERCOM MEMPHIS, LLC
                                             ENTERCOM MEMPHIS LICENSE, LLC
                                             ENTERCOM MILWAUKEE, LLC
                                             ENTERCOM MILWAUKEE LICENSE, LLC
                                             ENTERCOM NEW ORLEANS, LLC
                                             ENTERCOM NEW ORLEANS LICENSE, LLC
                                             ENTERCOM NORFOLK, LLC
                                             ENTERCOM NORFOLK LICENSE, LLC
                                             ENTERCOM PORTLAND, LLC
                                             ENTERCOM PORTLAND LICENSE, LLC
                                             ENTERCOM ROCHESTER, LLC
                                             ENTERCOM ROCHESTER LICENSE, LLC
                                             ENTERCOM SACRAMENTO, LLC
                                             ENTERCOM SACRAMENTO LICENSE, LLC
                                             ENTERCOM SEATTLE, LLC
                                             ENTERCOM SEATTLE LICENSE, LLC
                                             ENTERCOM WICHITA, LLC
                                             ENTERCOM WICHITA LICENSE, LLC
                                             ENTERCOM WILKES-BARRE SCRANTON, LLC

                                           By: _________________________________
                                                 Name:
                                                 Title:


                                       53

                                           HSBC BANK USA, as Trustee

                                           By: _________________________________
                                                 Name:
                                                 Title:


                                       54

                                                                       EXHIBIT A

                                 [Face of Note]
- --------------------------------------------------------------------------------
                                                            CUSIP/CINS

                      % Senior Subordinated Notes due 2014

No. ____                                                           $____________

                               ENTERCOM RADIO, LLC
                              ENTERCOM CAPITAL, INC.

promise, jointly and severally, to pay to ______________________________________

or registered assigns, the principal sum of ____________________________________

______________________ Dollars on            , 2014.

Interest Payment Dates:

Record Dates:

Dated:  March   , 2002

                                           ENTERCOM RADIO, LLC

                                           By: _________________________________
                                                 Name:
                                                 Title:

                                           By: _________________________________
                                                 Name:
                                                 Title:


                                           ENTERCOM CAPITAL, INC.

                                           By: _________________________________
                                                 Name:
                                                 Title:

                                           By: _________________________________
                                                 Name:
                                                 Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

HSBC BANK USA,
 as Trustee

By:
    ______________________________
         Authorized Officer


                                     A-1-1

                                 [Back of Note]

                      % Senior Subordinated Notes due 2014

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1.       INTEREST. Entercom Radio LLC, a Delaware limited liability
company ("Radio") and Entercom Capital, Inc., a Delaware corporation ("Capital,"
each of Radio and Capital being referred to herein individually as an "Issuer"
and collectively as the "Company"), promise, jointly and severally, to pay
interest on the principal amount of this Note at % per annum from March , 2002
until maturity. The Company will pay interest semi-annually in arrears on and of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that the first Interest Payment Date shall be .
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2.       METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the or next preceding the Interest Payment Date,
even if such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.11 of the Base Indenture
with respect to defaulted interest. The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest and premium on, all Global Notes and
all other Notes the Holders of which will have purchased wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

         3.       PAYING AGENT AND REGISTRAR. Initially, HSBC Bank USA, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of March , 2002 (the "Base Indenture"), as supplemented by the First
Supplemental Indenture, dated as of March , 2002 (the "First Supplemental
Indenture," and together with the Base Indenture, the "Indenture") among the
Company, the guarantors party thereto (the "Guarantors") and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent


                                      A-2

any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are unsecured obligations of the Company initially limited to $150.0
million in aggregate principal amount.

         5.       OPTIONAL REDEMPTION.

         (a)      Except as set forth in subparagraph (b) of this Paragraph 5,
the Company shall not have the option to redeem the Notes prior to , 2007.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on of the years indicated
below:



         Year                                                      Percentage
         ----                                                      ----------
                                                                
         2007....................................................  %
         2008....................................................  %
         2009....................................................  %
         2010 and thereafter.....................................  100.00%


         (b)      Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to , 2004, the Company may redeem up to 35% of
the aggregate principal amount of Notes issued under the Indenture with the net
proceeds of one or more Equity Offerings at a redemption price equal to % of the
aggregate principal amount thereof; provided that at least 65% in aggregate
principal amount of the Notes originally issued remain outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
180 days of the date of the closing of such Equity Offering.

         6.       MANDATORY REDEMPTION.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

         7.       REPURCHASE AT OPTION OF HOLDER.

         (a)      If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon, if any, to the date of purchase (the
"Change of Control Payment"). Within 60 days following any Change of Control,
the Company shall mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture.

         (b)      If the Company or a Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company shall commence an offer to all Holders of
Notes (as "Asset Sale Offer") pursuant to Section 3.03 of the First Supplemental
Indenture to purchase the maximum principal amount of Notes (including any
Additional Notes) and other pari passu Indebtedness that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date fixed for the closing of such offer, in accordance with the procedures
set forth in the Indenture. To the extent that the aggregate amount of Notes
(including any Additional Notes) and other pari passu Indebtedness tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
(or such Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness surrendered by Holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes and other


                                      A-3

pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes
that are the subject of an offer to purchase will receive an Asset Sale Offer
from the Company prior to any related purchase date and may elect to have such
Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

         8.       NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

         9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         10.      PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         11.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes and Additional Notes, if any, voting as a
single class, and any existing Default or compliance with any provision of the
Indenture, the Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Guarantees or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's or Guarantor's obligations to
Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
provide for the Issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, or to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Guarantee with respect to the Notes.

         12.      DEFAULTS AND REMEDIES. Events of Default include: (i) default
for 30 days in the payment when due of interest on the Notes; (ii) default in
payment when due of principal of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise, (iii) failure by the Company to comply
with Section 4.09 of the First Supplemental Indenture; (iv) failure by the
Company for 30 days to comply with Section 4.03, 4.05 or 4.06 or 5.01 of the
First Supplemental Indenture; (v) failure by the Company for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in principal
amount of the Notes (including Additional Notes, if any) then outstanding voting
as a single class to comply with certain other agreements in the Indenture, the
Notes; (vi) default under certain other agreements relating to Indebtedness of
the Company which default is caused by a failure to pay principal of such
Indebtedness at the final maturity thereof or results in the acceleration of
such Indebtedness prior to its express maturity; (vii) certain final judgments
for the payment of money that remain undischarged for a period of 60 days;
(viii) certain events of bankruptcy or insolvency with respect to the Company or
any of its Significant


                                      A-4

Subsidiaries; and (ix) except as permitted by the Indenture, any Guarantee of a
Significant Subsidiary shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor that is a Significant Subsidiary or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantor's
Guarantee. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable; provided that the Notes shall not
become due and payable until the Credit Agreement shall have been declared or be
due and payable or the Trustee or such Holders shall have provided 5 business
days' notice to the agent(s) under the Credit Agreement of such acceleration.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

         13.      SUBORDINATION. The Notes are subordinated to Senior
Indebtedness, as defined in the First Supplemental Indenture. To the extent
provided in the First Supplemental Indenture, Senior Indebtedness must be paid
in full before the Notes may be paid. The Company and each Guarantor agrees, and
each Holder by accepting a Note agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.

         14.      TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         15.      NO RECOURSE AGAINST OTHERS. A director, officer, employee,
manager, incorporator or stockholder, of the Company or any Guarantor, as such,
shall not have any liability for any obligations of the Company or any Guarantor
under the Notes, and Guarantee thereof or the Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes.

         16.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         17.      ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         18.      CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of SUCH numbers either as printed on the Notes or as


                                      A-5

contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         19.      GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, PA 19004
Attention: John Donlevie, Esq.


                                      A-6

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________
                              Your Signature: __________________________________
                               (Sign exactly as your name appears on the face of
                                                                      this Note)


Signature Guarantee*:  _________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
         other signature guarantor acceptable to the Trustee).


                                      A-7

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.06 or 4.09 of the Indenture, check the appropriate box
below:

                 [ ] Section 4.06           [ ] Section 4.09

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.06 or Section 4.09 of the Indenture, state the
amount you elect to have purchased:

$_______________

Date:  _______________
                              Your Signature: __________________________________
                               (Sign exactly as your name appears on the face of
                                                                      this Note)

                              Tax Identification No.: __________________________


Signature Guarantee*:  _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-8

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:



                                                                    Principal Amount
                                                                   of this Global Note      Signature of
                     Amount of decrease    Amount of increase in     following such      authorized officer
                     in Principal Amount      Principal Amount        decrease (or       of Trustee or Note
  Date of Exchange   of this Global Note    of this Global Note         increase)             Custodian
  ----------------   -------------------    -------------------         ---------             ---------
                                                                             



*        This schedule should be included only if the Note is issued in global
         form.


                                      A-9

                                                                       EXHIBIT B



                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Entercom Radio, LLC (or its permitted successor), a Delaware
limited liability company (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and HSBC Bank USA, as trustee under
the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of March 5, 2002 providing for the
issuance of an unlimited aggregate principal amount of % Senior Subordinated
Notes due 2014 (the "Notes");

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

      WHEREAS, pursuant to Section 9.01 of the First Supplemental Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

      NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

      1.    CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

      2.    AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

            (a)   Along with all Guarantors named in the Indenture, to jointly
      and severally Guarantee to each Holder of a Note authenticated and
      delivered by the Trustee and to the Trustee and its successors and
      assigns, the Notes or the obligations of the Company hereunder or
      thereunder, that:

                  (i)   the principal of and premium, if any, and interest on
            the Notes will be promptly paid in full when due, whether at
            maturity, by acceleration, redemption or otherwise, and interest on
            the overdue principal of and interest on the Notes, if any, if
            lawful, and all other obligations of the Company to the Holders or
            the Trustee hereunder or thereunder will be promptly paid in full or
            performed, all in accordance with the terms hereof and thereof; and

                  (ii)  in case of any extension of time of payment or renewal
            of any Notes or any of such other obligations, that same will be
            promptly paid in full when due or performed in accordance with the
            terms of the extension or renewal, whether at Stated Maturity, by
            acceleration or otherwise. Failing payment when due of any amount so
            guaranteed or any performance so guaranteed for whatever reason, the
            Guarantors shall be jointly and severally obligated to pay the same
            immediately.


                                      B-1

            (b)   The obligations hereunder shall be unconditional, irrespective
      of the validity, regularity or enforceability of the Notes or the
      Indenture, the absence of any action to enforce the same, any waiver or
      consent by any Holder of the Notes with respect to any provisions hereof
      or thereof, the recovery of any judgment against the Company, any action
      to enforce the same or any other circumstance which might otherwise
      constitute a legal or equitable discharge or defense of a guarantor.

            (c)   The following is hereby waived: diligence presentment, demand
      of payment, filing of claims with a court in the event of insolvency or
      bankruptcy of the Company, any right to require a proceeding first against
      the Company, protest, notice and all demands whatsoever.

            (d)   This Subsidiary Guarantee shall not be discharged except by
      complete performance of the obligations contained in the Notes and the
      Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
      Guarantor under the Indenture.

            (e)   If any Holder or the Trustee is required by any court or
      otherwise to return to the Company, the Guarantors, or any Custodian,
      Trustee, liquidator or other similar official acting in relation to either
      the Company or the Guarantors, any amount paid by either to the Trustee or
      such Holder, this Guarantee, to the extent theretofore discharged, shall
      be reinstated in full force and effect.

            (f)   The Guaranteeing Subsidiary shall not be entitled to any right
      of subrogation in relation to the Holders in respect of any obligations
      guaranteed hereby until payment in full of all obligations guaranteed
      hereby.

            (g)   As between the Guarantors, on the one hand, and the Holders
      and the Trustee, on the other hand, (x) the maturity of the obligations
      guaranteed hereby may be accelerated as provided in Article 6 of the
      Indenture for the purposes of this Guarantee, notwithstanding any stay,
      injunction or other prohibition preventing such acceleration in respect of
      the obligations guaranteed hereby, and (y) in the event of any declaration
      of acceleration of such obligations as provided in Article 6 of the
      Indenture, such obligations (whether or not due and payable) shall
      forthwith become due and payable by the Guarantors for the purpose of this
      Guarantee.

            (h)   The Guarantors shall have the right to seek contribution from
      any non-paying Guarantor so long as the exercise of such right does not
      impair the rights of the Holders under the Guarantee.

            (i)   Pursuant to Section 9.03 of the First Supplemental Indenture,
      after giving effect to any maximum amount and any other contingent and
      fixed liabilities that are relevant under any applicable Bankruptcy or
      fraudulent conveyance laws, and after giving effect to any collections
      from, rights to receive contribution from or payments made by or on behalf
      of any other Guarantor in respect of the obligations of such other
      Guarantor under Article Nine of the Indenture, this new Subsidiary
      Guarantee shall be limited to the maximum amount permissible such that the
      obligations of such Guarantor under this Subsidiary Guarantee will not
      constitute a fraudulent transfer or conveyance.

      3.    EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees to
execute the Subsidiary Guarantee as provided by Section 9.04 of the First
Supplemental Indenture and Exhibit B thereto and to recognize that the
Guarantees shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.


                                      B-2

      4.    GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

      Except as otherwise provided in Section 5 hereof, no Guaranteeing
Subsidiary may sell or otherwise dispose of all or substantially all of its
assets to, or consolidate with or merge with or into (whether or not such
Guaranteeing Subsidiary is the surviving Person) another Person other than the
Company, the Parent Guarantor or another Guaranteeing Subsidiary unless:

            (1)   immediately after giving effect to such transaction, no
      Default or Event of Default exists; and

            (2)   either

            (a)   subject to Section 5 hereof, the Person acquiring the property
      in any such sale of disposition or the Person formed by or surviving any
      such consolidation or merger (if other than a Guaranteeing Subsidiary or
      the Company) unconditionally assumes all the obligations of such
      Guaranteeing Subsidiary, pursuant to a supplemental indenture in form and
      substance reasonably satisfactory to the Trustee, under the Notes, the
      First Supplemental Indenture and the Guarantee on the terms set forth
      herein or therein;

            (b)   the Net Proceeds of such sale or other disposition are applied
      in accordance with the applicable provisions of the Indenture, including,
      without limitation, Section 4.06 of the First Supplemental Indenture.

            (c)   In case of any such consolidation, merger, sale or conveyance
      and upon the assumption by the successor corporation, by supplemental
      indenture, executed and delivered to the Trustee and satisfactory in form
      to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and
      the due and punctual performance of all of the covenants and conditions of
      the Indenture to be performed by the Guarantor, such successor corporation
      shall succeed to and be substituted for the Guarantor with the same effect
      as if it had been named herein as a Guarantor. Such successor corporation
      thereupon may cause to be signed any or all of the Guarantees to be
      endorsed upon all of the Notes issuable hereunder which theretofore shall
      not have been signed by the Company and delivered to the Trustee. All the
      Guarantees so issued shall in all respects have the same legal rank and
      benefit under the Indenture as the Guarantees theretofore and thereafter
      issued in accordance with the terms of the Indenture as though all of such
      Guarantees had been issued at the date of the execution hereof.

            (d)   Except as set forth in Articles 4 and 5 and Section 9.06 of
      Article 9 of the First Supplemental Indenture, and notwithstanding clauses
      (a) and (b) above, nothing contained in the First Supplemental Indenture
      or in any of the Notes shall prevent any consolidation or merger of a
      Guarantor with or into the Company or another Guarantor, or shall prevent
      any sale or conveyance of the property of a Guarantor as an entirety or
      substantially as an entirety to the Company or another Guarantor.

      5.    RELEASES.

            In the event of (i) any sale or other disposition of all or
      substantially all of the assets of a Subsidiary Guarantor (including by
      way of merger or consolidation) to a Person that is not (either before or
      after giving effect to such transaction) a Subsidiary of the Company, and
      as a result of which such Subsidiary Guarantor ceases to be a Restricted
      Subsidiary, if the sale or other disposition complies with Section 4.06
      hereof, (ii) in connection with any sale of all of the Capital Stock of a
      Subsidiary Guarantor to a Person that is not (either before or after
      giving effect to such transaction) a Subsidiary of the Company, and as a
      result of which such Subsidiary Guarantor ceases to be a Restricted
      Subsidiary, if the sale complies with Section 4.06 hereof, (iii) the


                                      B-3

      designation of any Restricted Subsidiary that is a Subsidiary Guarantor as
      an Unrestricted Subsidiary in accordance with Section 4.14 hereof, or (iv)
      the discharge or release of all guarantees by such Subsidiary Guarantor
      of, and all pledges of property or assets of such Subsidiary Guarantor
      securing, all other Indebtedness of the Company and the Restricted
      Subsidiaries, then such Guarantor or, in the case of a sale or other
      disposition of all or substantially all of the assets of such Guarantor,
      the Person acquiring such property, will be released and relieved of any
      obligations under its Guarantee. Upon delivery by the Company to the
      Trustee of an Officers' Certificate and an Opinion of Counsel to the
      effect that such sale, disposition, redesignation or discharge or release
      was made by the Company in accordance with the provisions of the
      Indenture, the Trustee shall execute any documents reasonably required in
      order to evidence the release of any Guarantor from its obligations under
      its Guarantee.

            (b)   Any Guarantor not released from its obligations under its
      Subsidiary Guarantee shall remain liable for the full amount of principal
      of and interest on the Notes and for the other obligations of any
      Guarantor under the Indenture as provided in Article 9 of the First
      Supplemental Indenture.

      6.    NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, manager, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. Such waiver
may not be effective to waive liabilities under the federal securities laws and
it is the view of the SEC that such a waiver is against public policy.

      7.    GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      8.    SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY
TRIAL. Each party hereto hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State Court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Supplemental Indenture, the
Notes, the Guarantees or the transactions contemplated hereby and thereby. Each
party hereto irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the State of New York. Without limiting the
foregoing, the parties agree that service of process upon such party at the
address referred to in Section 11.02 of the Base Indenture, together with
written notice of such service to such party, shall be deemed effective service
of process upon such party. Each of the parties hereto irrevocably waives any
and all rights to trial by jury in any legal proceeding arising out of or
relating to the Indenture, the Notes, the Guarantees or the transactions
contemplated hereby and thereby.

      9.    COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

      10.   EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.


                                      B-4

      11.   THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

      12.   SUBORDINATION. The Subsidiary Guarantees are subordinated to Senior
Indebtedness, as defined in the First Supplement Indenture. To the extent
provided in the First Supplemental Indenture, Senior Indebtedness must be paid
in full before the Notes may be paid. Each Guarantor hereby agrees, and each
Holder by accepting a Guarantee hereby agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give them effect and
appoints the Trustee as attorney-in-fact for such purpose.


                                      B-5

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:  _______________, ____
                                    [GUARANTEEING SUBSIDIARY]

                                    By:  _______________________________
                                    Name:

                                    Title:

                                    ENTERCOM RADIO, LLC

                                    By:  _______________________________
                                    Name:

                                    Title:

                                    ENTERCOM CAPITAL, INC.

                                    By:  _______________________________
                                    Name:

                                    Title:

                                    GUARANTORS

                                    By:  _______________________________
                                    Name:

                                    Title:

                                    HSBC BANK USA
                                      as Trustee

                                    By: ________________________________
                                        Authorized Officer


                                      B-6

                                                                       EXHIBIT C


                         [FORM OF NOTATION OF GUARANTEE]

      For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March , 2002 (the "Base Indenture"), as
supplemented by the First Supplemental Indenture thereto, dated as of March ,
2002 (the "Supplemental Indenture," and together with the Base Indenture, the
"Indenture") among Entercom Radio, LLC ("Radio"), Entercom Capital, Inc.
("Capital," and together with Radio, the "Company"), Entercom Communications
Corp., the Guarantors listed on Schedule I thereto and HSBC Bank USA, as Trustee
(the "Trustee"), (a) the due and punctual payment of the principal of, premium,
if any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at Stated Maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 9 of the First Supplemental Indenture and reference is hereby made to
the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of
a Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.


                                      C-1

                                    ENTERCOM COMMUNICATIONS CORP.
                                    ENTERCOM BOSTON I TRUST
                                    ENTERCOM NEW YORK, INC.
                                    ENTERCOM BOSTON, LLC
                                    ENTERCOM BOSTON LICENSE, LLC
                                    ENTERCOM BUFFALO, LLC
                                    ENTERCOM BUFFALO LICENSE, LLC
                                    ENTERCOM DENVER, LLC
                                    ENTERCOM DENVER LICENSE, LLC
                                    DELAWARE EQUIPMENT HOLDINGS, LLC
                                    ENTERCOM GAINESVILLE, LLC
                                    ENTERCOM GAINESVILLE LICENSE, LLC
                                    ENTERCOM GREENSBORO, LLC
                                    ENTERCOM GREENSBORO LICENSE, LLC
                                    ENTERCOM GREENVILLE, LLC
                                    ENTERCOM GREENVILLE LICENSE, LLC
                                    ENTERCOM INTERNET HOLDING, LLC
                                    ENTERCOM KANSAS CITY, LLC
                                    ENTERCOM KANSAS CITY LICENSE, LLC
                                    ENTERCOM LONGVIEW, LLC
                                    ENTERCOM LONGVIEW LICENSE, LLC
                                    ENTERCOM MADISON, LLC
                                    ENTERCOM MADISON LICENSE, LLC
                                    ENTERCOM MEMPHIS, LLC
                                    ENTERCOM MEMPHIS LICENSE, LLC
                                    ENTERCOM MILWAUKEE, LLC
                                    ENTERCOM MILWAUKEE LICENSE, LLC
                                    ENTERCOM NEW ORLEANS, LLC
                                    ENTERCOM NEW ORLEANS LICENSE, LLC
                                    ENTERCOM NORFOLK, LLC
                                    ENTERCOM NORFOLK LICENSE, LLC

                                    By:  ________________________________
                                            Name:
                                            Title:


                                      C-2

                                    ENTERCOM PORTLAND, LLC
                                    ENTERCOM PORTLAND LICENSE, LLC
                                    ENTERCOM ROCHESTER, LLC
                                    ENTERCOM ROCHESTER LICENSE, LLC
                                    ENTERCOM SACRAMENTO, LLC
                                    ENTERCOM SACRAMENTO LICENSE, LLC
                                    ENTERCOM SEATTLE, LLC
                                    ENTERCOM SEATTLE LICENSE, LLC
                                    ENTERCOM WICHITA, LLC
                                    ENTERCOM WICHITA LICENSE, LLC
                                    ENTERCOM WILKES-BARRE SCRANTON, LLC


                                    By:  ________________________________
                                            Name:
                                            Title:

                                    ENTERCOM DELAWARE HOLDING CORPORATION

                                    By:  ________________________________
                                            Name:
                                            Title:


                                      C-3

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

      The following schedule lists each Guarantor under the Indenture as of the
Closing Date:


   Entercom Boston, LLC
   Entercom Boston License, LLC
   Entercom Buffalo, LLC
   Entercom Buffalo License, LLC
   Entercom Denver, LLC
   Entercom Denver License, LLC
   Delaware Equipment Holdings, LLC
   Entercom Gainesville, LLC
   Entercom Gainesville License, LLC
   Entercom Greensboro, LLC
   Entercom Greensboro License, LLC
   Entercom Greenville, LLC
   Entercom Greenville License, LLC
   Entercom Internet Holding, LLC
   Entercom Kansas City, LLC
   Entercom Kansas City License, LLC
   Entercom Longview, LLC
   Entercom Longview License, LLC
   Entercom Madison, LLC
   Entercom Madison License, LLC
   Entercom Memphis, LLC
   Entercom Memphis License, LLC
   Entercom Milwaukee, LLC
   Entercom Milwaukee License, LLC
   Entercom New Orleans, LLC
   Entercom New Orleans License, LLC
   Entercom Norfolk, LLC
   Entercom Norfolk License, LLC
   Entercom Portland, LLC
   Entercom Portland License, LLC
   Entercom Rochester, LLC
   Entercom Rochester License, LLC
   Entercom Sacramento, LLC
   Entercom Sacramento License, LLC
   Entercom Seattle, LLC
   Entercom Seattle License, LLC
   Entercom Wichita, LLC
   Entercom Wichita License, LLC
   Entercom Wilkes-Barre Scranton, LLC


                                      S-1

================================================================================






                           ===========================

                               ENTERCOM RADIO, LLC

                             ENTERCOM CAPITAL, INC.,

                                  as Co-Issuers

                                       and

                           the GUARANTORS named herein


                           ===========================

                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of March , 2002

                           ===========================


                                 HSBC BANK USA,

                                     Trustee

                           ===========================














================================================================================

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE 1.     DEFINITIONS AND INCORPORATION BY REFERENCE......................1

      Section 1.01.  Definitions...............................................1

      Section 1.02.  Other Definitions........................................17

ARTICLE 2.     THE NOTES......................................................17

      Section 2.01.  General..................................................17

      Section 2.02.  Transfer and Exchange....................................18

      Section 2.03.  Treasury Notes...........................................21

ARTICLE 3.     REDEMPTION AND PREPAYMENT......................................21

      Section 3.01.  Optional Redemption......................................21

      Section 3.02.  Mandatory Redemption.....................................22

      Section 3.03.  Offer to Purchase by Application of Excess Proceeds......22

ARTICLE 4.     COVENANTS......................................................23

      Section 4.01.  Additional Interest on Defaulted Interest................23

      Section 4.02.  Reports..................................................24

      Section 4.03.  Restricted Payments......................................24

      Section 4.04.  Dividend and Other Payment Restrictions Affecting
                     Subsidiaries.............................................26

      Section 4.05.  Incurrence of Indebtedness and Issuance of Preferred
                     Stock....................................................27

      Section 4.06.  Asset Sales..............................................30

      Section 4.07.  Transactions with Affiliates.............................32

      Section 4.08.  Liens....................................................33

      Section 4.09.  Offer to Repurchase Upon Change of Control...............33

      Section 4.10.  No Senior Subordinated Debt..............................34

      Section 4.11.  Additional Subsidiary Guarantees.........................34

      Section 4.12.  Limitation on Issuances of Equity Interests in Wholly
                     Owned Subsidiaries.......................................35

      Section 4.13.  Payments for Consent.....................................35

      Section 4.14.  Designation of Restricted and Unrestricted
                     Subsidiaries.............................................35

ARTICLE 5.     SUCCESSORS.....................................................35

      Section 5.01.  Merger, Consolidation, or Sale of Assets.................35

ARTICLE 6.     DEFAULTS AND REMEDIES..........................................36

      Section 6.01.  Events of Default........................................36

      Section 6.02.  Acceleration.............................................38


                                       i

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE

ARTICLE 7.     AMENDMENT, SUPPLEMENT AND WAIVER...............................39

      Section 7.01.  Without Consent of Holders of Notes......................39

      Section 7.02.  With Consent of Holders of Notes.........................40

      Section 7.03.  Compliance with Trust Indenture Act......................41

ARTICLE 8.     SUBORDINATION..................................................41

      Section 8.01.  Agreement to Subordinate.................................41

      Section 8.02.  Liquidation; Dissolution; Bankruptcy.....................41

      Section 8.03.  Default on Designated Senior Indebtedness................42

      Section 8.04.  Acceleration of Notes....................................43

      Section 8.05.  When Distribution Must Be Paid Over......................43

      Section 8.06.  Notice by Company........................................44

      Section 8.07.  Subrogation..............................................44

      Section 8.08.  Relative Rights..........................................44

      Section 8.09.  Subordination May Not Be Impaired by Company or any
                     Guarantor................................................44

      Section 8.10.  Distribution or Notice to Representative.................45

      Section 8.11.  Rights of Trustee and Paying Agent.......................45

      Section 8.12.  Authorization to Effect Subordination....................45

      Section 8.13.  Amendments...............................................45

      Section 8.14.  Reinstatement of Payments................................46

ARTICLE 9.     GUARANTEES.....................................................46

      Section 9.01.  Guarantee................................................46

      Section 9.02.  Subordination of Guarantee...............................47

      Section 9.03.  Limitation on Guarantor Liability........................47

      Section 9.04.  Execution and Delivery of Guarantee......................47

      Section 9.05.  Subsidiary Guarantors May Consolidate, etc., on
                     Certain Terms............................................48

      Section 9.06.  Releases Following Sale of Assets........................48

ARTICLE 10.    DEFEASANCE.....................................................49

      Section 10.01. Covenant Defeasance......................................49

      Section 10.02. Miscellaneous............................................49

ARTICLE 11.    MISCELLANEOUS..................................................50

      Section 11.01. Ratification of Base Indenture...........................50

      Section 11.02. Application of First Supplemental Indenture..............50


                                       ii

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE

      Section 11.03. Benefits of First Supplemental Indenture.................50

      Section 11.04. Effective Date...........................................50

      Section 11.05. Trustee..................................................50

      Section 11.06. Governing Law............................................50

      Section 11.07. Successors...............................................50

      Section 11.08. Severability.............................................50

      Section 11.09. Counterpart Originals....................................51


                                    EXHIBITS

Exhibit A   FORM OF NOTE
Exhibit B   FORM OF GUARANTEE
Exhibit C   FORM OF NOTATION


                                      iii

EX-8.1

                                                                     Exhibit 8.1


  BOSTON                        LATHAM & WATKINS                    NEW YORK
 BRUSSELS                       ATTORNEYS AT LAW               NORTHERN VIRGINIA
  CHICAGO                          www.lw.com                    ORANGE COUNTY
 FRANKFURT                                                          PARIS
  HAMBURG                     ____________________                 SAN DIEGO
 HONG KONG                                                      SAN FRANCISCO
  LONDON                                                        SILICON VALLEY
LOS ANGELES                                                       SINGAPORE
  MOSCOW                                                            TOKYO
NEW JERSEY                                                      WASHINGTON, D.C.



                                February   , 2002


Entercom Radio, LLC
Entercom Capital, Inc.
401 City Avenue, Suite 409
Bala Cynwyd, PA 19004

                     Re:       Federal Income Tax Consequences

Ladies and Gentlemen:

            We are acting as counsel to Entercom Radio, LLC ("Entercom Radio")
and Entercom Capital, Inc. ("Entercom Capital") in connection with the offering,
issue and sale by Entercom Radio and Entercom Capital, as co-issuers, of up to
$150,000,000 of __% Senior Subordinated Notes due 2014 (the "Notes") pursuant to
a registration statement on Form S-3 (File No. 333 - 82542)(as amended, the
"Registration Statement") filed with the Securities and Exchange Commission on
February 11, 2002, and the Preliminary Prospectus (the "Shelf Prospectus")
contained therein, as amended by Amendment No. 1 and the filing of a Preliminary
Prospectus Supplement for the Notes to the Shelf Prospectus (the "Prospectus
Supplement" and, together with the Shelf Prospectus, the "Prospectus") on
February 20, 2002, under the Securities Act of 1933, as amended, by Entercom
Communications Corp. ("Entercom"), Entercom Radio, Entercom Capital and certain
of Entercom's direct or indirect subsidiaries which are co-registrants on the
Registration Statement.

            In connection with our representation of Entercom Radio and Entercom
Capital, you have requested our opinion concerning the statements in the
Prospectus Supplement under the caption "Certain Federal Income Tax
Considerations." The facts, as we understand them, and upon which with your
permission we rely in rendering the opinion herein, are set forth in the
Registration Statement and the Prospectus.

            We are opining herein as to the effect on the subject transaction
only of the federal income tax laws of the United States and we express no
opinion with respect to the applicability thereto, or the effect thereon, of
other federal laws, the laws of any state or any other jurisdiction or as to any
matters of municipal law or the laws of any other local agencies within any
state.

            Based on such facts and assumptions and subject to the limitations
set forth in the Prospectus Supplement, it is our opinion that the statements in
the Prospectus Supplement set forth under the caption "Certain Federal Income
Tax Considerations," insofar as they purport to describe the provisions of
specific statutes and regulations referred to therein, are accurate in all
material respects.



- -------------------------------------------------------------------------------
       555 Eleventh Street, N.W., Suite 1000 - Washington, D.C. 20004-1304
                 TELEPHONE: (202) 637-2200 - FAX: (202) 637-220I

LATHAM & WATKINS

        Entercom Radio, LLC
        Entercom Capital, Inc.
        Page 2



            No opinion is expressed as to any matter not discussed herein.

            This opinion is rendered to you as of the date of this letter, and
we undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts from those set forth in Registration Statement or the Prospectus may
affect the conclusions stated herein.

            This opinion is rendered only to you and is solely for your benefit
in connection with the sale of the Notes by Entercom Radio and Entercom Capital
pursuant to the Registration Statement and the Prospectus. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation, for any purpose, without
our prior written consent. We hereby consent to the filing of this opinion as an
exhibit to the Prospectus Supplement and to the use of our name under the
caption "Legal Matters" in the Prospectus Supplement.


                                            Very truly yours,



                                            /s/ Latham & Watkins

EX-25.1

                                                                    Exhibit 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM T-1
                    STATEMENT OF ELIGIBILITY UNDER THE TRUST
                     INDENTURE ACT OF 1939 OF A CORPORATION
                          DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                                SECTION 305(b)(2)

                                  HSBC BANK USA
               (Exact name of trustee as specified in its charter)

New York                                     13-2774727
(Jurisdiction of incorporation               (I.R.S. Employer
or organization if not a U.S.                Identification No.)
national bank)

452 Fifth Avenue, New York, NY               10018-2706
(212) 525-5600                               (Zip Code)
(Address of principal executive offices)

                        Warren L. Tischler
                       Senior Vice President
                           HSBC Bank USA
                         452 Fifth Avenue
                   New York, New York 10018-2706
                        Tel: (212) 525-1311
     (Name, address and telephone number of agent for service)

                        ENTERCOM RADIO, LLC
                      ENTERCOM CAPITAL, INC.
        (Exact name of obligor as specified in its charter)

Delaware                                     23-3017800 (Entercom Radio, LLC)
(State or other jurisdiction                 01-0589645 (Entercom Capital, Inc.)
of incorporation or organization)            (I.R.S. Employer
                                             Identification No.)

401 City Avenue, Suite 409
Bala Cynwyd, PA 19004
(Address of principal executive offices)

                       Senior Subordinated Notes due 2014
                         (Title of Indenture Securities)

Item 16. List of Exhibits



Exhibit
- -------
                  
T1A(i)               (1)  Copy of the Organization Certificate of HSBC Bank USA.

T1A(ii)              (1)  Certificate of the State of New York Banking
                          Department dated December 31, 1993 as to the authority
                          of HSBC Bank USA to commence business as amended
                          effective on March 29, 1999.

T1A(iii)                  Not applicable.

T1A(iv)              (1)  Copy of the existing By-Laws of HSBC Bank USA as
                          adopted on January 20, 1994 as amended on October 23,
                          1997.

T1A(v)                    Not applicable.

T1A(vi)              (2)  Consent of HSBC Bank USA required by Section 321(b) of
                          the Trust Indenture Act of 1939.

T1A(vii)                  Copy of the latest report of condition of the trustee
                          (September 30, 2001), published pursuant to law or the
                          requirement of its supervisory or examining authority.

T1A(viii)                 Not applicable.

T1A(ix)                   Not applicable.



         (1)      Exhibits previously filed with the Securities and Exchange
                  Commission with registration No. 022-22429 and incorporated
                  herein by reference thereto.

         (2)      Exhibit previously filed with the Securities and Exchange
                  Commission with Registration No. 33-53693 and incorporated
                  herein by reference thereto.

                                     General

Item 1. General Information.

                  Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervisory
         authority to which it is subject.

                 State of New York Banking Department.

                 Federal Deposit Insurance Corporation, Washington, D.C.

                 Board of Governors of the Federal Reserve System,
                 Washington, D.C.

         (b) Whether it is authorized to exercise corporate trust powers.

                          Yes.

Item 2. Affiliations with Obligor.

                 If the obligor is an affiliate of the trustee, describe each
                 such affiliation.

                          None

                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HSBC Bank USA, a banking corporation and trust company organized under the laws
of the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York on the 25th day of February, 2002.



                                            HSBC BANK USA



                                            By:  /s/ Deirdra N. Ross
                                               ---------------------------------
                                             Deirdra N. Ross
                                                    Assistant Vice President

                                                               EXHIBIT T1A (vii)

                                Board of Governors of the Federal Reserve System
                                OMB Number: 7100-0036
                                Federal Deposit Insurance Corporation
                                OMB Number: 3064-0052
                                Office of the Comptroller of the Currency
                                OMB Number: 1557-0081


FEDERAL FINANCIAL INSTITUTIONS
EXAMINATION COUNCIL             Expires March 31, 2004
- --------------------------------------------------------------------------------

                                Please refer to page i,
                                Table of Contents, for
                                the required disclosure                 [1]
                                of estimated burden.

- --------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES -- FFIEC 031

REPORT AT THE CLOSE OF BUSINESS SEPTEMBER 30, 2001

   (19980930)
  -----------
  (RCRI 9999)


This report is required by law; 12 U.S.C. Section 324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161 (National
banks).

NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.

I,   Gerald A. Ronning, Executive VP & Controller
   -----------------------------------------------------------------------------
     Name and Title of Officer Authorized to Sign Report

Of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and believe.

   /s/ Gerald A. Ronning
- --------------------------------------------------------------------------------
Signature of Officer Authorized to Sign Report

             11/13/01
- --------------------------------------------------------------------------------
Date of Signature

This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.

The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.

We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.


  /s/ Youssef Nasr
- --------------------------------------------------------------------------------
Director (Trustee)

  /s/           Bernard                       J.                         Kennedy
- --------------------------------------------------------------------------------
Director (Trustee)

  /s/             Sal                       H.                           Alfieri
- --------------------------------------------------------------------------------
Director (Trustee)



SUBMISSION OF REPORTS

Each Bank must prepare its Reports of Condition and Income either:

(a)      in electronic form and then file the computer data file directly with
         the banking agencies' collection agent, Electronic Data System
         Corporation (EDS), by modem or computer diskette; or


b)       in hard-copy (paper) form and arrange for another party to convert the
paper report to automated for. That party (if other than EDS) must transmit the
bank's computer data file to EDS.

For electronic filing assistance, contact EDS Call report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.

To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy for the completed report that the bank places in its files.



FDIC Certificate Number           0   0    5   8   9

                                    (RCRI 9030)

http://WWW.BANKING.US.HSBC.COM

         Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)
         (Example: www.examplebank.com)


HSBC Bank USA
- --------------------------------------------------------------------------------
Legal Title of Bank (TEXT 9010)


Buffalo
- --------------------------------------------------------------------------------
City (TEXT 9130)

N.Y.                                                       14203
- --------------------------------------------------------------------------------
State Abbrev. (TEXT 9200)                     ZIP Code (TEXT 9220)


   Board of Governors of the Federal Reserve System, Federal Deposit Insurance
             Corporation, Office of the Comptroller of the Currency