S-3/A 1 w57413a2s-3a.txt FORM S-3 - AMENDMENT 2 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).
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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
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