S-3

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2002

                                                 REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

                                                                
  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.
                                                        (Continued on next page)
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- --------------------------------------------------------------------------------


(Continued from previous page)

                        CALCULATION OF REGISTRATION FEE



- ----------------------------------------------------------------------------------------------------------------
               TITLE OF EACH CLASS OF                  PROPOSED MAXIMUM AGGREGATE            AMOUNT OF
            SECURITIES TO BE REGISTERED                    OFFERING PRICE(1)            REGISTRATION FEE(1)
- ----------------------------------------------------------------------------------------------------------------
                                                                              
Class A Common Stock, par value $.01 per share and
  Preferred Stock, par value $.01 per share of
  Entercom Communications Corp. ("Entercom")........        $250,000,000(2)                   $23,000
Guarantees of Entercom of Debt Securities of
  Entercom Radio....................................               --                           (6)
Debt Securities of Entercom Radio, LLC ("Entercom
  Radio")(3)(4)(5)..................................          $250,000,000                    $23,000
Guarantees of Co-Registrants of Debt Securities of
  Entercom Radio....................................               --                           (6)
         Total......................................          $500,000,000                    $46,000
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------


(1) The registration fee has been calculated in accordance with Rule 457(o)
    under the Securities Act of 1933, as amended, and reflects the offering
    price rather than the principal amount at maturity of any debt securities
    issued at a discount.

(2) This amount reflects the proposed maximum aggregate offering price of Class
    A common stock of Entercom and preferred stock of Entercom, in accordance
    with General Instruction II.D. to Form S-3 under the Securities Act of 1933,
    as amended.

(3) Entercom Radio's payment obligations under any series of Debt Securities
    will be guaranteed by Entercom and may be guaranteed by one or more of the
    Co-Registrants.

(4) If any Debt Securities are issued at an original issue discount, then the
    offering price shall be in such greater principal amount as shall result in
    an aggregate initial offering price not to exceed $250,000,000.

(5) The Debt Securities of Entercom Radio will be co-issued by Entercom Capital,
    Inc.

(6) Pursuant to Rule 457(n), no separate fee is payable with respect to the
    guarantees being registered hereby.


                            TABLE OF CO-REGISTRANTS



                                                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



THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                 SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2002

                                  $250,000,000

                         ENTERCOM COMMUNICATIONS CORP.

                    Class A Common Stock and Preferred Stock
                             ---------------------

                                  $250,000,000

                              ENTERCOM RADIO, LLC
                             ENTERCOM CAPITAL, INC.

                                Debt Securities
                             ---------------------

     Entercom Communications may from time to time offer up to $250,000,000 in
aggregate offering price of its Class A common stock, par value $.01 per share,
and its preferred stock, par value $.01 per share, or any combination of its
Class A common stock and preferred stock.

     Entercom Communication's Class A common stock is traded on the New York
Stock Exchange under the symbol "ETM". On February 8, 2002, the last reported
sale price for Entercom Communication's Class A common stock on the New York
Stock Exchange was $52.00 per share.

     Entercom Radio may from time to time offer up to $250,000,000 in aggregate
principal amount or initial accreted value of its debt securities. The debt
securities that Entercom Radio may issue may consist of debentures, notes or
other types of debt. Any debt securities issued by Entercom Radio will be
co-issued by Entercom Capital, Inc. Entercom Radio's payment obligations under
any series of debt securities will be guaranteed by Entercom Communications and
may be guaranteed by one or more of the Co-Registrants.

     This prospectus provides a general description of the securities we may
offer. The specific terms of the securities offered by this prospectus will be
set forth in a supplement to this prospectus and will include:

     - in the case of Class A common stock, the number of shares, purchase price
       and terms of the offering and sale thereof;

     - in the case of preferred stock, the specific designation, number of
       shares, liquidation preference, purchase price, dividend, voting,
       redemption and conversion provisions, and any other specific terms of the
       preferred stock; and

     - in the case of debt securities, the specific designation, aggregate
       principal amount, purchase price, maturity, interest rate, time of
       payment of interest, terms (if any) for the subordination or redemption
       thereof, and any other specific terms of the debt securities;

     You should read this prospectus and any prospectus supplement carefully
before you invest in any securities we offer. This prospectus may not be used to
consummate a sale of securities unless accompanied by the applicable prospectus
supplement.

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

     These securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations
determined that this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.

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

                The date of this prospectus is February   , 2002


     WE HAVE NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO
THIS PROSPECTUS. YOU MUST NOT RELY UPON ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT. THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO THIS
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH THEY RELATE,
NOR DOES THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO THIS PROSPECTUS
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE INFORMATION CONTAINED IN THIS PROSPECTUS
AND THE SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE AS OF THE DATES ON THEIR
COVERS. WHEN WE DELIVER THIS PROSPECTUS OR A SUPPLEMENT OR MAKE A SALE PURSUANT
TO THIS PROSPECTUS OR A SUPPLEMENT, WE ARE NOT IMPLYING THAT THE INFORMATION IS
CURRENT AS OF THE DATE OF THE DELIVERY OR SALE.
                             ---------------------

                               TABLE OF CONTENTS



                                        PAGE
                                        ----
                                     
About This Prospectus.................    i
Where You Can Find More Information...    i
The Company...........................    1
Use of Process........................    1
Ratio of Earnings to Fixed Charges and
  Ratio of Earnings to Combined Fixed
  Charges and Preferred Stock
  Dividends...........................    2




                                        PAGE
                                        ----
                                     
Description of Capital Stock..........    3
Description of Debt Securities........    7
Plan of Distribution..................   14
Legal Matters.........................   15
Experts...............................   15


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

                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement filed with the
Securities and Exchange Commission by Entercom Communications, Entercom Radio,
Entercom Capital and the co-registrant subsidiaries of Entercom Radio (the
"Registrants") utilizing a "shelf" registration process. This prospectus
provides you with a general description of the securities that the Registrants
may offer. Each time the Registrants sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the next heading "Where You Can Find More Information."

     Unless the context requires otherwise, "Entercom," "We," "Us" or similar
terms refer to Entercom Communications Corp., Entercom Radio, LLC, a wholly
owned subsidiary of Entercom Communications, Entercom Capital, Inc., a wholly
owned subsidiary of Entercom Radio, and Entercom Communication's consolidated
subsidiaries, excluding Entercom Communications Capital Trust. The direct and
indirect subsidiaries of Entercom Radio hold all of our radio station licenses
and related assets.

                      WHERE YOU CAN FIND MORE INFORMATION

     Entercom Communications files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You can inspect and copy these reports, proxy statements and other information
at the public reference facility of the Commission, in Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
room. The Commission also maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission (http://www.sec.gov). You can inspect reports
and other information Entercom Communications files at the office of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

     The Registrants have filed a registration statement and related exhibits
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). The registration statement contains additional information
about us, Entercom Communication's Class A common stock and preferred stock and
Entercom Radio's debt securities. You may inspect the registration statement and
exhibits without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and you may obtain copies from the Commission at
prescribed rates.

                                        i


     The Commission allows us to "incorporate by reference" the information
Entercom Communications files with it, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that Entercom Communications files subsequent to the date of this
prospectus with the Commission will automatically update and supersede this
information. We incorporate by reference the following documents Entercom
Communications filed with the Commission pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

     - Annual Report on Form 10-K for the fiscal year ended December 31, 2001;
       and

     - Description of our Class A common stock contained in our registration
       statement on Form 8-A that was filed with the Commission on September 15,
       1998.

     We are also incorporating by reference into this prospectus all documents
filed by the Registrants with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this prospectus and before we
cease offering the securities under this prospectus (other than those portions
of such documents described in paragraphs (i), (k), and (l) of Item 402 of
Regulation S-K promulgated by the Commission).

     You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

                              Corporate Secretary
                         Entercom Communications Corp.
                           401 City Avenue, Suite 409
                        Bala Cynwyd, Pennsylvania 19004
                                 (610) 660-5610

     You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with different information.

                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus, including the documents that we incorporate by reference
herein, contains, in addition to historical information, statements by us with
regard to our expectations as to financial results and other aspects of our
business that involve risks and uncertainties and may constitute forward looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. These statements reflect our current views and are
based on certain assumptions. Actual results could differ materially from those
currently anticipated as a result of a number of factors, including, but not
limited to, the following: (1) the highly competitive nature of, and new
technologies in, the radio broadcasting industry; (2) our dependence upon our
Seattle radio stations; (3) the risks associated with our acquisition strategy
generally; (4) the control of us by Joseph M. Field and members of his immediate
family; (5) our vulnerability to changes in federal legislation or regulatory
policies; and (6) the risks disclosed in Entercom's reports previously filed
with the Commission.

     These important factors are discussed in more detail under "Risk Factors"
in Entercom Communication's Annual Report on Form 10-K for the year ended
December 31, 2001 and in any accompanying prospectus supplements and in other
documents the Registrants may file with the Commission and which will be
incorporated by reference herein. You may obtain copies of these documents as
described under "Where You Can Find More Information" in this prospectus.

     We assume no obligation to update any forward-looking statements as a
result of new information or future events or developments, except as required
under federal securities laws. Investors are cautioned not to place undue
reliance on any forward-looking statements, which speak only as of the date of
this prospectus or, in the case of any document we incorporate by reference, the
date of such document.

     Investors also should understand that it is not possible to predict or
identify all factors and should not consider the risks set forth above to be a
complete statement of all potential risks and uncertainties. If the expectations
or assumptions underlying our forward-looking statements prove inaccurate or if
risks or uncertainties arise, actual results could differ materially from those
predicted in any forward-looking statement.

                                        ii


                                  THE COMPANY

     We are one of the five largest radio broadcasting companies in the United
States based upon pro forma 2000 revenues for pending acquisitions, as derived
from the January 7, 2002 edition of BIA Consulting, Inc. We have assembled,
after giving effect to the pending acquisitions of three stations in the Denver
market and two stations in the Greensboro market, a nationwide portfolio of 100
stations in 19 markets, including 11 of the country's top 50 radio revenue
markets. Based upon Duncan's Radio Market Guide (2001 ed.), our station groups,
including pending acquisitions, rank among the top three in revenue market share
in 18 of the 19 markets in which we operate. Over 85% of our revenues are
derived from markets where we ranked as either first or second in market radio
revenues.

     We operate a wide range of formats in geographically diverse markets across
the United States. Our largest markets, in order of our revenues, including pro
forma for pending acquisitions, are Seattle, Boston, Kansas City, Sacramento,
Portland, New Orleans and Denver.

     Through our disciplined acquisition strategy, we seek to (1) build
top-three station clusters principally in large growth markets and (2) acquire
underdeveloped properties that offer the potential for significant improvements
in revenues and broadcast cash flow through the application of our operational
expertise. Although our focus has been on radio stations in top 50 markets, we
also acquire stations in top 75 markets which meet these criteria.

     Our principal executive offices are located at 401 City Avenue, Suite 409,
Bala Cynwyd, Pennsylvania 19004, and our telephone number is (610) 660-5610.

                                USE OF PROCEEDS

     Unless we indicate otherwise in the applicable prospectus supplement, we
anticipate that we will use any net proceeds from the sale of securities offered
by this prospectus and the applicable prospectus supplement for general
corporate purposes, including repaying or refinancing our senior bank facility,
or redeeming or repurchasing our Convertible Preferred Securities, Term Income
Deferrable Equity Securities (TIDES), and for acquisitions, working capital, and
other capital expenditures or any other purpose permitted under our senior bank
facility. The factors which we will consider in any refinancing will include the
amount and characteristics of any debt securities issued and may include, among
others, the impact of such refinancing on our interest coverage, debt-to-capital
ratio, liquidity and earnings per share. We may temporarily invest funds not
required immediately for such purposes in short term investment grade
securities.

                                        1


                       RATIO OF EARNINGS TO FIXED CHARGES
                                      AND
                      RATIO OF EARNINGS TO COMBINED FIXED
                     CHARGES AND PREFERRED STOCK DIVIDENDS

     Entercom Communication's ratio of earnings to fixed charges and the ratio
of earnings to combined fixed charges and preferred stock dividends for each of
the two fiscal years ending September 30, 1997 and 1998 and for each of the
three fiscal years ending December 31, 1999, 2000 and 2001, respectively, are
set forth below. Any debt securities issued by Entercom Radio will be guaranteed
by Entercom Communications. The ratio of earnings to fixed charges and ratio of
earnings to combined fixed charges and preferred stock dividends are identical
for all periods because Entercom Communications had no outstanding preferred
stock during such periods. The information set forth below should be read in
conjunction with the financial information incorporated by reference herein. For
purposes of these calculations, "earnings" represents pretax income from
continuing operations before loss on equity investments and fixed charges and
"fixed charges" consist of interest expense, amortization of debt financing
costs and an amount equivalent to interest included in rental charges. We have
assumed that one-third of rental expense is representative of the interest
factor.



                                                      FISCAL YEAR
                                                         ENDED        FISCAL YEAR ENDED
                                                     SEPTEMBER 30,       DECEMBER 31,
                                                     --------------   ------------------
                                                      1997    1998    1999   2000   2001
                                                     ------   -----   ----   ----   ----
                                                                     
Ratio of earnings to fixed charges.................  15.02    1.62    3.81   2.65   1.90
Ratio of earnings to combined fixed charges and
  preferred stock dividends........................  15.02    1.62    3.81   2.65   1.90


                                        2


                          DESCRIPTION OF CAPITAL STOCK

     Authorized capital stock of Entercom Communications as of January 31, 2002
consisted of:

     - 200,000,000 shares of Class A common stock, of which 34,829,917 shares
       were issued and outstanding;

     - 75,000,000 shares of Class B common stock, of which 10,531,805 shares
       were issued and outstanding;

     - 50,000,000 shares of Class C common stock, none of which were issued and
       outstanding; and

     - 25,000,000 shares of preferred stock, none of which were issued or
       outstanding.

     We have reserved for issuance under our 1998 Equity Compensation Plan, as
amended, shares of Class A common stock equal to the sum of 2,500,000 and 10% of
the number of total outstanding shares of common stock of all classes. As of
January 31, 2002, 3,617,645 shares of Class A common stock were available for
future grants under this plan. We also have reserved 1,850,000 shares of Class A
common stock for issuance under our Employee Stock Purchase Plan, of which
1,794,264 shares were available for purchase as of January 31, 2002.

     The following summary describes the material terms of our capital stock.
However, you should refer to the actual terms of our capital stock contained in
our amended and restated articles of incorporation and amended and restated
bylaws and to the applicable provisions of the Pennsylvania Business Corporation
Law of 1988.

COMMON STOCK

     The rights of holders of the common stock are identical in all respects,
except as discussed below. All of the outstanding shares of Class A common stock
and Class B common stock are, and the shares of Class A common stock sold in the
Class A common stock offering will be, upon issuance and payment of the purchase
price therefor, validly issued, fully paid and nonassessable.

DIVIDENDS

     Subject to the right of the holders of any class of preferred stock,
holders of shares of our common stock are entitled to receive dividends that may
be declared by our board of directors out of legally available funds. No
dividend may be declared or paid in cash or property on any share of any class
of common stock unless simultaneously the same dividend is declared or paid on
each share of that and every other class of common stock; provided, that, in the
event of stock dividends, holders of a specific class of common stock shall be
entitled to receive only additional shares of that class.

VOTING RIGHTS

     The Class A common stock and the Class B common stock vote together as a
single class on all matters submitted to a vote of shareholders. Each share of
Class A common stock is entitled to one vote and each share of Class B common
stock is entitled to ten votes, except:

     - any share of Class B common stock not voted by either Joseph M. Field or
       David J. Field, in his own right or pursuant to a proxy, is entitled to
       one vote;

     - the holders of Class A common stock, voting as a separate class, are
       entitled to elect two Class A directors;

     - each share of Class B common stock is entitled to one vote with respect
       to any Going Private Transaction (defined as a "Rule 13e-3 transaction"
       under the Exchange Act); and

     - as required by law.

     The Class A directors serve one-year terms and must be "independent
directors." For this purpose, an "independent director" means a person who is
not an officer or employee of us or any of our subsidiaries, and who does not
have a relationship which, in the opinion of the board of directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. Holders of common stock are not entitled to
cumulate votes in the election of directors.

                                        3


LIQUIDATION RIGHTS

     Upon our liquidation, dissolution or winding-up, the holders of our common
stock are entitled to share ratably in all assets available for distribution
after payment in full to creditors and holders of our preferred stock, if any.

CONVERSION OF CLASS A COMMON STOCK

     Shares of Class A common stock owned by a Regulated Entity (defined as
either an entity that is a "bank holding company" under the Bank Holding Company
Act of 1956 or a non-bank subsidiary of such an entity, or an entity that,
pursuant to Section 8(a) of the International Banking Act of 1978 is subject to
the provisions of the Bank Holding Company Act, or any non-bank subsidiary of
such an entity), are convertible at any time, at the option of the holder, into
an equal number of fully paid and non-assessable shares of Class C common stock.
All conversion rights of Class A common stock are subject to any necessary FCC
approval.

CONVERSION, TRANSFERABILITY OF CLASS B COMMON STOCK

     Shares of Class B common stock are convertible at any time, at the option
of the holder, into an equal number of fully paid and non-assessable shares of
Class A common stock. All conversion rights of Class B common stock are subject
to any necessary FCC approval. Shares of Class B common stock transferred to a
party other than Joseph M. Field, David J. Field, a spouse or lineal descendant
of either Joseph M. Field or David J. Field or any spouse of such lineal
descendant, a trustee of a trust established for the benefit of any such persons
or the estate of any such persons are automatically converted into an equal
number of fully paid and non-assessable shares of Class A common stock.

CONVERSION, TRANSFERABILITY OF CLASS C COMMON STOCK

     Shares of Class C common stock are convertible at any time, subject to
certain restrictions, at the option of the holder thereof, into an equal number
of fully paid and non-assessable shares of Class A common stock. A Regulated
Entity may not convert shares of Class C common stock into Class A common stock
if, as a result of such conversion it would own more than 4.99% of the Class A
common stock unless such conversion is permitted under our amended and restated
articles of incorporation or otherwise under the Banking Holding Company Act.
All conversion rights of Class C common stock are subject to any necessary FCC
approval. In general, shares of Class C common stock transferred to a party
other than a Regulated Entity are automatically converted into an equal number
of fully paid and non-assessable shares of Class A common stock. Shares of Class
C common stock may be transferred by a Regulated Entity under a limited set of
circumstances.

OTHER PROVISIONS

     The holders of common stock are not entitled to preemptive or similar
rights.

PREFERRED STOCK

     We are authorized to issue 25,000,000 shares of preferred stock, par value
$.01 per share. Our board of directors, in its sole discretion, may designate
and issue one or more series of preferred stock from the authorized and unissued
shares of preferred stock. Subject to limitations imposed by law or our amended
and restated articles of incorporation, the board of directors is empowered to
determine:

     - the designation of and the number of shares constituting a series of
       preferred stock;

     - the dividend rate, if any, for the series;

     - the terms and conditions of any voting and conversion rights, if any, for
       the series;

     - the number of directors, if any, which the series shall be entitled to
       elect;

     - the amounts payable on the series upon our liquidation, dissolution or
       winding-up;

                                        4


     - the redemption prices and terms, if any, applicable to the series; and

     - the preferences and relative rights among the series of preferred stock.

     Such rights, preferences, privileges and limitations of preferred stock
could adversely affect the rights of holders of common stock. There are
currently no shares of preferred stock outstanding.

     When we offer to sell a particular class or series of preferred securities,
we will describe the specific terms and conditions of such class or series in a
supplement to this prospectus.

     Unless otherwise specified in the applicable prospectus supplement, the
preferred stock will, with respect to rights to the payment of dividends and
distribution of our assets and rights upon our liquidation, dissolution or
winding up, rank:

     - senior to all classes or series of our common stock and to all of our
       equity securities the terms of which provide that those equity securities
       are subordinated to the preferred stock;

     - junior to all of our equity securities which the terms of that preferred
       stock provide will rank senior to it; and

     - on a parity with all of our equity securities other than those referred
       to in the clauses above.

FOREIGN OWNERSHIP

     Our amended and restated articles of incorporation restrict the ownership,
voting and transfer of our capital stock, including our common stock, in
accordance with the Communications Act and the rules of the FCC, which currently
prohibit the issuance of more than 25% of our outstanding capital stock (or more
than 25% of the voting rights it represents) to or for the account of aliens or
corporations otherwise subject to domination or control by aliens. In addition,
the amended and restated articles authorize our board of directors to take
action to enforce these prohibitions, including requiring redemptions of common
stock and placing a legend regarding restrictions on foreign ownership on the
certificates representing the common stock.

CERTAIN PROVISIONS OF OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION AND
AMENDED AND RESTATED BYLAWS

     Our amended and restated articles of incorporation and amended and restated
bylaws include provisions that could have an anti-takeover effect. These
provisions are intended to preserve the continuity and stability of our board of
directors and the policies formulated by our board of directors. These
provisions are also intended to help ensure that the board of directors, if
confronted by an unsolicited proposal from a third party that has acquired a
block of our stock, will have sufficient time to review the proposal, to
consider appropriate alternatives to the proposal and to act in what it believes
to be the best interests of the shareholders.

     The following is a summary of the provisions of our amended and restated
articles of incorporation that we consider material, but does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
provisions of our amended and restated articles of incorporation. The board of
directors has no current plans to formulate or effect additional measures that
could have an anti-takeover effect.

     Exculpation.  Directors and officers shall not be personally liable for
monetary damages (including, without limitation, any judgment, amount paid in
settlement, penalty, punitive damages or expense of any nature (including,
without limitation, attorneys' fees and disbursements)) for any action taken, or
any failure to take any action, unless (1) the director has breached or failed
to perform the duties of his or her office and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness.

     Indemnification.  To the fullest extent permitted by the Pennsylvania
Business Corporation Law, we will indemnify any person who was, is, or is
threatened to be made, a party to a proceeding by reason of the fact that he or
she (1) is or was our director or officer or (2) while our director or officer,
is or was serving at our request as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise.
                                        5


     Blank Check Preferred Stock.  Our board of directors may authorize the
issuance of up to 25,000,000 shares of preferred stock in one or more classes or
series and may designate the dividend rate, voting rights and other rights,
preferences and restrictions of each such class or series. Our board of
directors has no present intention to issue any preferred stock; however, our
board of directors has the authority, without further shareholder approval, to
issue one or more series of preferred stock that could, depending on the terms
of such series, either impede or facilitate the completion of a merger, tender
offer or other takeover attempt. Although our board of directors is required to
make any determination to issue such stock based on its judgment as to the best
interests of our shareholders, our board of directors could act in a manner that
would discourage an acquisition attempt or other transaction that some, or a
majority, of the shareholders might believe to be in their best interests or in
which shareholders might receive a premium for their stock over the then market
price of such stock. Our board of directors does not intend to seek shareholder
approval prior to any issuance of such stock, unless otherwise required by law.

PENNSYLVANIA CONTROL-SHARE ACQUISITIONS LAW

     We are subject to the Pennsylvania Business Corporation Law. Generally,
subchapters 25E, F, G, H, I and J of the Pennsylvania Business Corporation Law
place procedural requirements and establish restrictions upon the acquisition of
voting shares of a corporation which would entitle the acquiring person to cast
or direct the casting of a certain percentage of votes in an election of
directors. Subchapter 25E of the PBCL provides generally that, if we were
involved in a "control transaction," our shareholders would have the right to
demand from a "controlling person or group" payment of the fair value of their
shares. For purposes of subchapter 25E, a "controlling person or group" is a
person or group of persons acting in concert that, through voting shares, has
voting power over at least 20% of the votes which our shareholders would be
entitled to cast in the election of directors. A control transaction arises, in
general, when a person or group acquires the status of a controlling person or
group. In general, Subchapter 25F of the Pennsylvania Business Corporation Law
delays for five years and imposes conditions upon "business combinations"
between an "interested shareholder" and us. The term "business combination" is
defined broadly to include various merger, consolidation, division, exchange or
sale transactions, including transactions utilizing our assets for purchase
price amortization or refinancing purposes. An "interested shareholder," in
general, would be a beneficial owner of at least 20% of our voting shares.

     In general, Subchapter 25G of the Pennsylvania Business Corporation Law
suspends the voting rights of the "control shares" of a shareholder that
acquires for the first time 20% or more, 33 1/3% or more or 50% or more of our
shares entitled to be voted in an election of directors. The voting rights of
the control shares generally remain suspended until such time as our
"disinterested" shareholders vote to restore the voting power of the acquiring
shareholder.

     Subchapter 25H of the Pennsylvania Business Corporation Law provides
circumstances for our recovery of profits made upon the sale of our common stock
by a "controlling person or group" if the sale occurs within 18 months after the
controlling person or group became such and the common stock was acquired during
such 18 month period or within 24 months prior thereto. In general, for purposes
of Subchapter 25H, a "controlling person or group" is a person or group that (1)
has acquired, (2) offered to acquire or (3) publicly disclosed or caused to be
disclosed an intention to acquire voting power over shares that would entitle
such person or group to cast at least 20% of the votes that our shareholders
would be entitled to cast in the election of directors.

     If our disinterested shareholders vote to restore the voting power of a
shareholder who acquires control shares subject to Subchapter 25G, we would then
be subject to subchapters 25I and J of the Pennsylvania Business Corporation
Law. Subchapter 25I generally provides for a minimum severance payment to
certain employees terminated within two years of such approval. Subchapter 25J,
in general, prohibits the abrogation of certain labor contracts prior to their
stated date of expiration.

     The foregoing summary describes some of the material terms of certain
subchapters of the Pennsylvania Business Corporation Law. However, you should
refer to the actual statute.

                                        6


TRANSFER AGENT AND REGISTRAR

     Transfer Agent and Registrar for our common stock is First Union National
Bank.

                         DESCRIPTION OF DEBT SECURITIES

     This prospectus describes certain general terms and provisions of our debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms of the series in a supplement to this
prospectus. We will also indicate in the applicable prospectus supplement
whether the general terms and provisions described in this prospectus apply to a
particular series of debt securities.

     Entercom Radio may offer under this prospectus up to $250,000,000 aggregate
principal amount of debt securities, or if debt securities are issued at a
discount, or in a foreign currency or composite currency, such principal amount
as may be sold for an aggregate public offering price of up to $250,000,000.
Unless otherwise specified in a supplement to this prospectus, the debt
securities will be the direct, unsecured obligations of Entercom Radio and will
rank equally with all of its other unsecured and unsubordinated indebtedness.
Any debt securities issued by Entercom Radio will be co-issued by Entercom
Capital, the wholly owned subsidiary of Entercom Radio. Entercom Radio's payment
obligations under any series of debt securities will be guaranteed by Entercom
Communications and may be guaranteed by one or more Co-Registrants.

     The debt securities will be issued under an indenture between us and a
trustee, as trustee. We have summarized select portions of the indenture below.
The summary is not complete. The form of the indenture has been filed as an
exhibit to the registration statement and you should read the indenture for
provisions that may be important to you. Capitalized terms used in the summary
have the meaning specified in the indenture.

     When we refer to "we," "our" and "us" in this section, we mean Entercom
Radio, LLC and Entercom Capital, Inc., as co-issuers, unless the context
otherwise requires or as otherwise expressly stated.

GENERAL

     The terms of each series of debt securities will be established by or
pursuant to a resolution of our Board of Directors and set forth or determined
in the manner provided in an officers' certificate or by a supplemental
indenture. The particular terms of each series of debt securities will be
described in a prospectus supplement relating to such series, including any
pricing supplement.

     We may issue an unlimited amount of debt securities under the indenture
that may be in one or more series with the same or various maturities, at par,
at a premium, or at a discount. We will set forth in a prospectus supplement,
including any pricing supplement, relating to any series of debt securities
being offered, the aggregate principal amount and the following terms of the
debt securities:

     - the title of the debt securities;

     - the price or prices (expressed as a percentage of the principal amount)
       at which we will sell the debt securities;

     - any limit on the aggregate principal amount of the debt securities;

     - the date or dates on which we will pay the principal on the debt
       securities;

     - the rate or rates (which may be fixed or variable) per annum or the
       method used to determine the rate or rates (including any commodity,
       commodity index, stock exchange index or financial index) at which the
       debt securities will bear interest, the date or dates from which interest
       will accrue, the date or dates on which interest will commence and be
       payable and any regular record date for the interest payable on any
       interest payment date;

     - whether the debt securities rank as senior subordinated debt securities
       or subordinated debt securities, or any combination thereof;

     - the form and terms of any guarantee of any debt securities;

     - any depositories, interest rate calculation agents or other agents with
       respect to the debt securities;

                                        7


     - whether, the ratio at which and the terms and conditions upon which, if
       any, the debt securities will be convertible into or exchangeable for our
       common stock or our other securities or securities of another person;

     - the place or places where principal of, premium, if any, and interest, if
       any, on the debt securities will be payable or the method of such
       payment, if by wire transfer, mail or by other means;

     - the terms and conditions upon which we may redeem the debt securities;

     - any obligation we have to redeem or purchase the debt securities pursuant
       to any sinking fund or analogous provisions or at the option of a holder
       of debt securities;

     - the dates on which and the price or prices at which we will repurchase
       debt securities at the option of the holders of debt securities and other
       detailed terms and provisions of these repurchase obligations;

     - the dates, if any, on which, and the price or prices at which, the debt
       securities will be repurchased at the option of the holders thereof and
       other detailed terms and provisions of such repurchase obligations;

     - the denominations in which the debt securities will be issued, if other
       than denominations of $1,000 and any integral multiple thereof;

     - whether the debt securities will be issued in bearer or fully registered
       form (and if in fully registered form, whether the debt securities will
       be issuable, in whole or in part, as global debt securities);

     - the portion of principal amount of the debt securities payable upon
       declaration of acceleration of the maturity date, if other than the
       principal amount;

     - the currency of denomination of the debt securities;

     - the designation of the currency, currencies or currency units in which
       payment of principal of, premium and interest on the debt securities will
       be made;

     - if payments of principal of, premium or interest on the debt securities
       will be made in one or more currencies or currency units other than that
       or those in which the debt securities are denominated, the manner in
       which the exchange rate with respect to these payments will be
       determined;

     - the manner in which the amounts of payment of principal of, or premium or
       interest on the debt securities will be determined, if these amounts may
       be determined by reference to an index based on a currency or currencies
       other than that in which the debt securities are denominated or
       designated to be payable or by reference to a commodity, commodity index,
       stock exchange index or financial index;

     - any provisions relating to any security provided for the debt securities;

     - any addition to or change in the events of default described in this
       prospectus or in the indenture with respect to the debt securities and
       any change in the acceleration provisions described in this prospectus or
       in the indenture with respect to the debt securities;

     - any addition to, change in or deletion from, the covenants described in
       this prospectus or in the indenture with respect to the debt securities;

     - any other terms of the debt securities, which may modify, supplement or
       delete any provision of the indenture as it applies to that series; and

     - any depositaries, interest rate calculation agents, exchange rate
       calculation agents or other agents with respect to the debt securities.

     In addition, the indenture does not limit our ability to issue subordinated
debt securities. Any subordination provisions of a particular series of debt
securities will be set forth in the officer's certificate or supplemental
indenture related to that series of debt securities and will be described in the
relevant prospectus supplement.

                                        8


     We may issue debt securities that provide for an amount less than their
stated principal amount to be due and payable upon declaration of acceleration
of their maturity pursuant to the terms of the indenture. We will provide you
with information on the federal income tax considerations and other special
considerations applicable to any of these debt securities in the applicable
prospectus supplement.

     If we denominate the purchase price of any of the debt securities in a
foreign currency or currencies or a foreign currency unit or units, or if the
principal of and any premium and interest on any series of debt securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
we will provide you with information on the restrictions, elections, general tax
considerations, specific terms and other information with respect to that issue
of debt securities and such foreign currency or currencies or foreign currency
unit or units in the applicable prospectus supplement.

TRANSFER AND EXCHANGE

     Each debt security will be represented by either one or more global
securities registered in the name of The Depository Trust Company, as
depositary, or a nominee (we will refer to any debt security represented by a
global debt security as a "book-entry debt security"), or a certificate issued
in definitive registered form (we will refer to any debt security represented by
a certificated security as a "certificated debt security") as set forth in the
applicable prospectus supplement. Except as set forth under the heading "Global
Debt Securities and Book-Entry System" below, book-entry debt securities will
not be issuable in certificated form.

     CERTIFICATED DEBT SECURITIES.  You may transfer or exchange certificated
debt securities at any office we maintain for this purpose in accordance with
the terms of the indenture. No service charge will be made for any transfer or
exchange of certificated debt securities, but we may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with a transfer or exchange.

     You may effect the transfer of certificated debt securities and the right
to receive the principal of, premium and interest on certificated debt
securities only by surrendering the certificate representing those certificated
debt securities and either reissuance by us or the trustee of the certificate to
the new holder or the issuance by us or the trustee of a new certificate to the
new holder.

     GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM.  Each global debt security
representing book-entry debt securities will be deposited with, or on behalf of,
the depositary, and registered in the name of the depositary or a nominee of the
depositary.

     The depositary has indicated it intends to follow the following procedures
with respect to book-entry debt securities.

     Ownership of beneficial interests in book-entry debt securities will be
limited to persons that have accounts with the depositary for the related global
debt security, which we refer to as participants, or persons that may hold
interests through participants. Upon the issuance of a global debt security, the
depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the book-entry
debt securities represented by such global debt security beneficially owned by
such participants. The accounts to be credited will be designated by any
dealers, underwriters or agents participating in the distribution of the
book-entry debt securities. Ownership of book-entry debt securities will be
shown on, and the transfer of such ownership interests will be effected only
through, records maintained by the depositary for the related global debt
security (with respect to interests of participants) and on the records of
participants (with respect to interests of persons holding through
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
laws may impair the ability to own, transfer or pledge beneficial interests in
book-entry debt securities.

     So long as the depositary for a global debt security, or its nominee, is
the registered owner of that global debt security, the depositary or its
nominee, as the case may be, will be considered the sole owner or holder of the
book-entry debt securities represented by such global debt security for all
purposes under the indenture. Except as described below, beneficial owners of
book-entry debt securities will not be entitled to have securities registered in
their names, will not receive or be entitled to receive physical delivery of a
certificate in
                                        9


definitive form representing securities and will not be considered the owners or
holders of those securities under the indenture. Accordingly, each person
beneficially owning book-entry debt securities must rely on the procedures of
the depositary for the related global debt security and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the indenture.

     We understand, however, that under existing industry practice, the
depositary will authorize the persons on whose behalf it holds a global debt
security to exercise certain rights of holders of debt securities, and the
indenture provides that we, the trustee and our respective agents will treat as
the holder of a debt security the persons specified in a written statement of
the depositary with respect to that global debt security for purposes of
obtaining any consents or directions required to be given by holders of the debt
securities pursuant to the indenture.

     We will make payments of principal of, and premium and interest on
book-entry debt securities to the depositary or its nominee, as the case may be,
as the registered holder of the related global debt security. We, the trustee
and any other agent of ours or agent of the trustee will not have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a global debt
security or for maintaining, supervising or reviewing any records relating to
beneficial ownership interests.

     We expect that the depositary, upon receipt of any payment of principal of,
premium or interest on a global debt security, will immediately credit
participants' accounts with payments in amounts proportionate to the respective
amounts of book-entry debt securities held by each participant as shown on the
records of such depositary. We also expect that payments by participants to
owners of beneficial interests in book-entry debt securities held through those
participants will be governed by standing customer instructions and customary
practices, as is now the case with the securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of those participants.

     We will issue certificated debt securities in exchange for each global debt
security if the depositary is at any time unwilling or unable to continue as
depositary or ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or Exchange Act, and a successor depositary
registered as a clearing agency under the Exchange Act is not appointed by us
within 90 days. In addition, we may at any time and in our sole discretion
determine not to have the book-entry debt securities of any series represented
by one or more global debt securities and, in that event, will issue
certificated debt securities in exchange for the global debt securities of that
series. Global debt securities will also be exchangeable by the holders for
certificated debt securities if an event of default with respect to the
book-entry debt securities represented by those global debt securities has
occurred and is continuing. Any certificated debt securities issued in exchange
for a global debt security will be registered in such name or names as the
depositary shall instruct the trustee. We expect that such instructions will be
based upon directions received by the depositary from participants with respect
to ownership of book-entry debt securities relating to such global debt
security.

     We have obtained the foregoing information concerning the depositary and
the depositary's book-entry system from sources we believe to be reliable, but
we take no responsibility for the accuracy of this information.

CHANGE OF CONTROL

     Unless we state otherwise in the applicable prospectus supplement, the debt
securities will not contain any provisions which may afford holders of the debt
securities protection in the event we undergo a change in control or in the
event of a highly leveraged transaction (whether or not such transaction results
in a change in control) which could adversely affect holders of debt securities.

COVENANTS

     We will set forth in the applicable prospectus supplement any restrictive
covenants applicable to any issue of debt securities.

                                        10


CONSOLIDATION, MERGER AND SALE OF ASSETS

     We may not consolidate with or merge with or into, or convey, transfer or
lease all or substantially all of our properties and assets to, any person,
which we refer to as a successor person, unless:

     - we are the surviving corporation or the successor person (if other than
       Entercom Radio or Entercom Capital, as applicable) is a corporation
       organized and validly existing under the laws of any U.S. domestic
       jurisdiction and expressly assumes our obligations on the debt securities
       and under the indenture;

     - immediately after giving effect to the transaction, no event of default,
       and no event which, after notice or lapse of time, or both, would become
       an event of default, shall have occurred and be continuing under the
       indenture; and

     - certain other conditions that may be set forth in the applicable
       prospectus supplement are met.

EVENTS OF DEFAULT

     Unless otherwise stated in the applicable prospectus supplement, event of
default means, with respect to any series of debt securities, any of the
following:

     - default in the payment of any interest upon any debt security of that
       series when it becomes due and payable, and continuance of that default
       for a period of 30 days (unless the entire amount of the payment is
       deposited by us with the trustee or with a paying agent prior to the
       expiration of the 30-day period);

     - default in the payment of principal of or premium on any debt security of
       that series when due and payable at maturity, upon redemption or
       otherwise;

     - default in the deposit of any sinking fund payment, when and as due in
       respect of any debt security of that series;

     - default in the performance or breach of any other covenant or warranty by
       us in the indenture (other than a covenant or warranty that has been
       included in the indenture solely for the benefit of a series of debt
       securities other than that series), which default continues uncured for a
       period of 60 days after we receive written notice from the trustee or we
       and the trustee receive written notice from the holders of not less than
       a majority in principal amount of the outstanding debt securities of that
       series as provided in the indenture;

     - certain events of bankruptcy, insolvency or reorganization; and

     - any other event of default provided with respect to debt securities of
       that series that is described in the applicable prospectus supplement
       accompanying this prospectus.

     No event of default with respect to a particular series of debt securities
(except as to certain events of bankruptcy, insolvency or reorganization)
necessarily constitutes an event of default with respect to any other series of
debt securities. The occurrence of an event of default may constitute an event
of default under our bank credit agreements in existence from time to time. In
addition, the occurrence of certain events of default or an acceleration under
the indenture may constitute an event of default under certain of our other
indebtedness outstanding from time to time.

     If an event of default with respect to debt securities of any series at the
time outstanding occurs and is continuing, then the trustee or the holders of
not less than a majority in principal amount of the outstanding debt securities
of that series may, by a notice in writing to us (and to the trustee if given by
the holders), declare to be due and payable immediately the principal (or, if
the debt securities of that series are discount securities, that portion of the
principal amount as may be specified in the terms of that series) of and accrued
and unpaid interest, if any, on all debt securities of that series. In the case
of an event of default resulting from certain events of bankruptcy, insolvency
or reorganization, the principal (or such specified amount) of and accrued and
unpaid interest, if any, on all outstanding debt securities will become and be
immediately due and payable without any declaration or other act on the part of
the trustee or any holder of outstanding debt

                                        11


securities. At any time after a declaration of acceleration with respect to debt
securities of any series has been made, but before a judgment or decree for
payment of the money due has been obtained by the trustee, the holders of a
majority in principal amount of the outstanding debt securities of that series
may rescind and annul the acceleration if all events of default, other than the
non-payment of accelerated principal and interest, if any, with respect to debt
securities of that series, have been cured or waived as provided in the
indenture. We refer you to the prospectus supplement relating to any series of
debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of such discount
securities upon the occurrence of an event of default.

     The indenture provides that the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of outstanding debt securities, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to certain
rights of the trustee, the holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee with
respect to the debt securities of that series.

     Unless stated otherwise in the applicable prospectus supplement, no holder
of any debt security of any series will have any right to institute any
proceeding, judicial or otherwise, with respect to the indenture or for the
appointment of a receiver or trustee, or for any remedy under the indenture,
unless:

     - that holder has previously given to the trustee written notice of a
       continuing event of default with respect to debt securities of that
       series; and

     - the holders of at least a majority in principal amount of the outstanding
       debt securities of that series have made written request, and offered
       reasonable indemnity, to the trustee to institute the proceeding as
       trustee, and the trustee has not received from the holders of a majority
       in principal amount of the outstanding debt securities of that series a
       direction inconsistent with that request and has failed to institute the
       proceeding within 60 days.

     Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of, premium
and any interest on that debt security on or after the due dates expressed in
that debt security and to institute suit for the enforcement of payment.

     The indenture requires us, within 120 days after the end of our fiscal
year, to furnish to the trustee a statement as to compliance with the indenture.
The indenture provides that the trustee may withhold notice to the holders of
debt securities of any series of any default or event of default (except in
payment on any debt securities of that series) with respect to debt securities
of that series if it in good faith determines that withholding notice is in the
interest of the holders of those debt securities.

MODIFICATION AND WAIVER

     We may modify and amend the indenture with the consent of the holders of at
least a majority in principal amount of the outstanding debt securities of each
series affected by the modifications or amendments. We may not make any
modification or amendment without the consent of the holders of each affected
debt security then outstanding if that amendment will:

     - reduce the amount of debt securities whose holders must consent to an
       amendment or waiver;

     - reduce the rate of or extend the time for payment of interest (including
       default interest) on any debt security;

     - reduce the principal of or premium on or change the fixed maturity of any
       debt security or reduce the amount of, or postpone the date fixed for,
       the payment of any sinking fund or analogous obligation with respect to
       any series of debt securities;

     - reduce the principal amount of discount securities payable upon
       acceleration of maturity;

     - waive a default in the payment of the principal of, premium or interest
       on any debt security (except a rescission of acceleration of the debt
       securities of any series by the holders of at least a majority in
                                        12


       aggregate principal amount of the then outstanding debt securities of
       that series and a waiver of the payment default that resulted from such
       acceleration);

     - make the principal of or premium or interest on any debt security payable
       in currency other than that stated in the debt security;

     - make any change to certain provisions of the indenture relating to, among
       other things, the right of holders of debt securities to receive payment
       of the principal of, premium and interest on those debt securities and to
       institute suit for the enforcement of any such payment and to waivers or
       amendments; or

     - waive a redemption payment with respect to any debt security.

     Except for certain specified provisions, the holders of at least a majority
in principal amount of the outstanding debt securities of any series may on
behalf of the holders of all debt securities of that series waive our compliance
with provisions of the indenture. The holders of a majority in principal amount
of the outstanding debt securities of any series may on behalf of the holders of
all the debt securities of such series waive any past default under the
indenture with respect to that series and its consequences, except a default in
the payment of the principal of, premium or any interest on any debt security of
that series or in respect of a covenant or provision which cannot be modified or
amended without the consent of the holder of each outstanding debt security of
the series affected; provided, however, that the holders of a majority in
principal amount of the outstanding debt securities of any series may rescind an
acceleration and its consequences, including any related payment default that
resulted from the acceleration.

DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES

     LEGAL DEFEASANCE.  The indenture provides that, unless otherwise provided
by the terms of the applicable series of debt securities, we may be discharged
from any and all obligations in respect of the debt securities of any series
(except for certain obligations to register the transfer or exchange of debt
securities of such series, to replace stolen, lost or mutilated debt securities
of such series, and to maintain paying agencies and certain provisions relating
to the treatment of funds held by paying agents). We will be so discharged upon
the deposit with the trustee, in trust, of money and/or U.S. government
obligations or, in the case of debt securities denominated in a single currency
other than U.S. dollars, foreign government obligations, that, through the
payment of interest and principal in accordance with their terms, will provide
money in an amount sufficient in the opinion of a nationally recognized firm of
independent public accountants to pay and discharge each installment of
principal, premium and interest on and any mandatory sinking fund payments in
respect of the debt securities of that series on the stated maturity of those
payments in accordance with the terms of the indenture and those debt
securities.

     This discharge may occur only if, among other things, we have delivered to
the trustee an opinion of counsel stating that we have received from, or there
has been published by, the United States Internal Revenue Service a ruling or,
since the date of execution of the indenture, there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the holders of the debt
securities of that series will not recognize income, gain or loss for United
States federal income tax purposes as a result of the deposit, defeasance and
discharge and will be subject to United States federal income tax on the same
amounts and in the same manner and at the same times as would have been the case
if the deposit, defeasance and discharge had not occurred.

     DEFEASANCE OF CERTAIN COVENANTS.  The indenture provides that, unless
otherwise provided by the terms of the applicable series of debt securities,
upon compliance with certain conditions:

     - we may omit to comply with the covenant described under the heading
       "Consolidation, Merger and Sale of Assets" and certain other covenants
       set forth in the indenture, as well as any additional covenants which may
       be set forth in the applicable prospectus supplement; and

     - any omission to comply with those covenants will not constitute a default
       or an event of default with respect to the debt securities of that
       series, or covenant defeasance.

                                        13


     The conditions include:

     - depositing with the trustee money and/or U.S. government obligations or,
       in the case of debt securities denominated in a single currency other
       than U.S. dollars, foreign government obligations, that, through the
       payment of interest and principal in accordance with their terms, will
       provide money in an amount sufficient in the opinion of a nationally
       recognized firm of independent public accountants to pay and discharge
       each installment of principal of, premium and interest on and any
       mandatory sinking fund payments in respect of the debt securities of that
       series on the stated maturity of those payments in accordance with the
       terms of the indenture and those debt securities; and

     - delivering to the trustee an opinion of counsel to the effect that the
       holders of the debt securities of that series will not recognize income,
       gain or loss for United States federal income tax purposes as a result of
       the deposit and related covenant defeasance and will be subject to United
       States federal income tax on the same amounts and in the same manner and
       at the same times as would have been the case if the deposit and related
       covenant defeasance had not occurred.

     COVENANT DEFEASANCE AND EVENTS OF DEFAULT.  In the event we exercise our
option to effect covenant defeasance with respect to any series of debt
securities and the debt securities of that series are declared due and payable
because of the occurrence of any event of default, the amount of money and/or
U.S. government obligations or foreign government obligations on deposit with
the trustee will be sufficient to pay amounts due on the debt securities of that
series at the time of their stated maturity but may not be sufficient to pay
amounts due on the debt securities of that series at the time of the
acceleration resulting from the event of default. However, we shall remain
liable for those payments.

GUARANTEES

     Our payment obligations under any series of debt securities will be
guaranteed by Entercom Communications, and may be guaranteed by one or more of
the Co-Registrants. The terms of any such guarantee will be set forth in the
applicable prospectus supplement.

                              PLAN OF DISTRIBUTION

     We may sell the securities to one or more underwriters for public offering
and sale by them and may also sell the securities to investors directly or
through agents. We will name any underwriter or agent involved in the offer and
sale of securities in the applicable prospectus supplement. We have reserved the
right to sell or exchange securities directly to investors on our own behalf in
those jurisdictions where we are authorized to do so.

     We may distribute the securities from time to time in one or more
transactions:

     - at a fixed price or prices, which may be changed;

     - at market prices prevailing at the time of sale;

     - at prices related to such prevailing market prices; or

     - at negotiated prices.

     We may also, from time to time, authorize dealers, acting as our agents, to
offer and sell securities upon the terms and conditions set forth in the
applicable prospectus supplement. In connection with the sale of securities, we,
or the purchasers of securities for whom the underwriters may act as agents, may
compensate underwriters in the form of underwriting discounts or commissions.
Underwriters may sell the securities to or through dealers, and those dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agent. Unless otherwise indicated in a prospectus supplement, an agent
will be acting on a best efforts basis and a dealer will purchase securities as
a principal, and may then resell the securities at varying prices to be
determined by the dealer.

                                        14


     We will describe in the applicable prospectus supplement any compensation
we pay to underwriters or agents in connection with the offering of securities,
and any discounts, concessions or commissions allowed by underwriters to
participating dealers. Dealers and agents participating in the distribution of
securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the securities may
be deemed to be underwriting discounts and commissions. We may enter into
agreements to indemnify underwriters, dealers and agents against certain civil
liabilities, including liabilities under the Securities Act, and to reimburse
these persons for certain expenses.

     To facilitate the offering of securities, certain persons participating in
the offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involve the sale by persons participating in the
offering of more securities than we sold to them. In these circumstances, these
persons would cover such over-allotments or short positions by making purchases
in the open market or by exercising their over-allotment option, if any. In
addition, these persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by imposing penalty
bids, whereby selling concessions allowed to dealers participating in the
offering may be reclaimed if securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities at a level above
that which might otherwise prevail in the open market. These transactions may be
discontinued at any time.

     Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for us in the ordinary course
of our business.

                                 LEGAL MATTERS

     John C. Donlevie, Esq., Executive Vice President, Secretary and General
Counsel of Entercom, and Executive Vice President, Secretary and General Counsel
of Entercom Radio, will issue an opinion with respect to certain legal matters
with respect to the validity of the shares of Entercom's Class A common stock
and preferred stock. Latham & Watkins, Washington, D.C. will issue an opinion
with respect to certain legal matters with respect to Entercom Radio's debt
securities. Any underwriters will be advised about the other issues relating to
any offering by their own legal counsel. Mr. Donlevie is a full time employee of
Entercom and owns beneficial interests in less than one percent of our Class A
common stock.

                                    EXPERTS

     The consolidated financial statements and schedule as of December 31, 2001
and for the year then ended incorporated by reference in this prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report. Reference is made to said report,
which includes an explanatory paragraph with respect to a change in accounting
for derivative instruments and hedging activities pursuant to the provisions of
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Hedging Activities."

     The consolidated financial statements and related consolidated financial
statement schedule as of December 31, 2000, and for each of the two years in the
period ended December 31, 2000 incorporated in this Prospectus by reference from
Entercom Communications Corp.'s Annual Report on Form 10-K for the year ended
December 31, 2001 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which, is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

                                        15


                                  $250,000,000

                         ENTERCOM COMMUNICATIONS CORP.

                    Class A Common Stock and Preferred Stock
                      ------------------------------------

                                  $250,000,000

                              ENTERCOM RADIO, LLC
                             ENTERCOM CAPITAL, INC.

                                Debt Securities
                      ------------------------------------

                                   PROSPECTUS
                               FEBRUARY    , 2002
                      ------------------------------------


                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

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

                                       II-1


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

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

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

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

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

ITEM 16.  EXHIBITS



EXHIBIT NO.                     DESCRIPTION OF EXHIBITS
- -----------                     -----------------------
           
     1.1*     Form of Underwriting Agreement.
     1.2*     Form of Placement Agreement.
     3.1      Amended and Restated Certificate of Incorporation
              (incorporated by reference to Exhibit 3.01 of the Company's
              Registration Statement on Form S-1, File No. 333-61381).
     3.2      Amended and Restated Bylaws (incorporated by reference to
              Exhibit 3.02 of the Company's Registration Statement on Form
              S-1, File No. 333-61381).
     3.3      Certificate of Formation of Entercom Radio, LLC.
     3.4      Restated Limited Liability Company Agreement of Entercom
              Radio, LLC.
     3.5      Amended Certificate of Incorporation of Entercom Capital,
              Inc.
     3.6      Bylaws of Entercom Capital, Inc.
     4.1      Form of Class A Common Stock Certificate.
     4.2*     Form of Preferred Stock Certificate
     4.3*     Form of Debt Security.
     4.4      Form of Indenture.
     5.1      Opinion of John C. Donlevie, Esq.
     5.2      Opinion of Latham & Watkins.
    12.1      Statement regarding Computation of Ratios.
    23.1      Consent of Arthur Andersen LLP, independent public
              accountants.
    23.2      Consent of Deloitte & Touche LLP, independent auditors.
    23.3      Consent of John C. Donlevie, Esq. (included in Exhibit 5.1).
    23.4      Consent of Latham & Watkins (included in Exhibit 5.2).
    24.1      Powers of Attorney (included on the signature page hereto).
    25.1*     Statement of Eligibility of Trustee on Form T-1.


                                       II-2


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

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

ITEM 17.  UNDERTAKINGS

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

     (a) We hereby undertake:

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

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

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

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

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

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

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions described in this registration statement
above, or otherwise, we have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of us in
the successful defense of any action, suit or proceeding) is asserted against us
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
                                       II-3


by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

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

                                       II-4


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.

                                          ENTERCOM COMMUNICATIONS CORP.

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

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field and David J.
Field, or any of them, with full power of substitution and full power to act
without the other, his or her true and lawful attorney-in-fact and agent to act
for him or her in his or her name, place and stead, in any and all capacities,
to sign a registration statement on Form S-3 and any or all amendments thereto
(including without limitation any post-effective amendments thereto), and any
registration statement for the same offering that is to be effective under Rule
462(b) of the Securities Act, and to file each of the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as they, he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 11, 2002.



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

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

               /s/ DAVID J. FIELD                   President, Chief Operating Officer and Director
- ------------------------------------------------
                 David J. Field

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

             /s/ STEPHEN F. FISHER                    Executive Vice President and Chief Financial
- ------------------------------------------------      Officer (Principal Financial and Accounting
               Stephen F. Fisher                                        Officer)

               /s/ MARIE H. FIELD                                       Director
- ------------------------------------------------
                 Marie H. Field

                /s/ HERBERT KEAN                                        Director
- ------------------------------------------------
               Herbert Kean, M.D.

                 /s/ LEE HAGUE                                          Director
- ------------------------------------------------
                   Lee Hague


                                       II-5




                   SIGNATURE                                             TITLE
                   ---------                                             -----
                                                
        /s/ THOMAS H. GINLEY, JR., M.D.                                 Director
- ------------------------------------------------
          Thomas H. Ginley, Jr., M.D.

              /s/ S. GORDON ELKINS                                      Director
- ------------------------------------------------
                S. Gordon Elkins

             /s/ MICHAEL R. HANNON                                      Director
- ------------------------------------------------
               Michael R. Hannon

              /s/ DAVID J. BERKMAN                                      Director
- ------------------------------------------------
                David J. Berkman


                                       II-6


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.

                                          ENTERCOM RADIO, LLC

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

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 11, 2002.



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

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

               /s/ DAVID J. FIELD                   President, Chief Operating Officer and member of
- ------------------------------------------------                 the Board of Managers
                 David J. Field

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

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


                                       II-7


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.

                                          ENTERCOM DELAWARE HOLDING CORPORATION

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

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 11, 2002.



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

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

             /s/ STEPHEN F. FISHER                            Vice President and Treasurer
- ------------------------------------------------      (Principal Financial and Accounting Officer)
               Stephen F. Fisher

               /s/ BARRY CROZIER                                        Director
- ------------------------------------------------
                 Barry Crozier


                                       II-8


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.

                                          ENTERCOM BOSTON I TRUST

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

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 11, 2002.



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

              /s/ JOSEPH M. FIELD                          Chief Executive Officer (Principal
- ------------------------------------------------          Executive Officer) and Sole Trustee
                Joseph M. Field

               /s/ DAVID J. FIELD                        President and Chief Operating Officer
- ------------------------------------------------
                 David J. Field

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

             /s/ STEPHEN F. FISHER                    Executive Vice President and Chief Financial
- ------------------------------------------------      Officer (Principal Financial and Accounting
               Stephen F. Fisher                                        Officer)


                                       II-9


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.

                                          ENTERCOM NEW YORK, INC.

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

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 11, 2002.



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

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

               /s/ DAVID J. FIELD                   President, Chief Operating Officer and Director
- ------------------------------------------------
                 David J. Field

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

             /s/ STEPHEN F. FISHER                    Executive Vice President and Chief Financial
- ------------------------------------------------                        Officer
               Stephen F. Fisher                      (Principal Financial and Accounting Officer)


                                      II-10


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.

                                          ENTERCOM CAPITAL, INC.

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

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 11, 2002.



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

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

               /s/ DAVID J. FIELD                   President, Chief Operating Officer and Director
- ------------------------------------------------
                 David J. Field

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

             /s/ STEPHEN F. FISHER                    Executive Vice President and Chief Financial
- ------------------------------------------------      Officer (Principal Financial and Accounting
               Stephen F. Fisher                                        Officer)


                                      II-11


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.

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

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

                                      II-12


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 11, 2002.



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

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

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

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

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


                                      II-13


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.

                                          ENTERCOM BOSTON, LLC
                                          ENTERCOM BOSTON LICENSE, LLC

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

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 11, 2002.



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

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

               /s/ DAVID J. FIELD                        President and Chief Operating Officer
- ------------------------------------------------
                 David J. Field

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

             /s/ STEPHEN F. FISHER                    Executive Vice President and Chief Financial
- ------------------------------------------------      Officer (Principal Financial and Accounting
               Stephen F. Fisher                                        Officer)


                                      II-14


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BALA CYNWYD, PENNSYLVANIA, ON FEBRUARY 11, 2002.

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

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

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Joseph M. Field, David J. Field
and John C. Donlevie, or any of them, with full power of substitution and full
power to act without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in any and all
capacities, to sign a registration statement on Form S-3 and any or all
amendments thereto (including without limitation any post-effective amendments
thereto), and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, and to file each of the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they,
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON FEBRUARY 11, 2002.



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

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

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

                                                   Executive Vice President, Chief Financial Officer
              /s/ JOHN C. DONLEVIE                  (Principal Financial and Accounting Officer) and
- ------------------------------------------------    as Director of Entercom New York, Inc., the sole
                John C. Donlevie                         member of each registrant listed above


                                      II-15

EX-3.3

                                                                     EXHIBIT 3.3

                        AMENDED CERTIFICATE OF FORMATION
                                       OF
                               ENTERCOM RADIO, LLC

        In compliance with the requirements of the Delaware Limited Liability
Company Act, as amended, the undersigned, desiring to organize a limited
liability company, hereby certifies as follows:

        1.      The name of the limited liability company is:

                ENTERCOM RADIO, LLC

        2.      The address of the registered office of the Company in the
State of Delaware is 919 North Market Street, Suite 600, Wilmington, Delaware
19801. The name of the registered agent at such address is "SR Services, LLC."

EX-3.4

                                                                     EXHIBIT 3.4

                  RESTATED LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                               ENTERCOM RADIO, LLC


                This Restated Limited Liability Company Agreement (this
"Agreement") of ENTERCOM RADIO, LLC (the "Company"), is entered into as of the
____ day of December, 1999, by ENTERCOM COMMUNICATIONS CORP., a Pennsylvania
corporation, as member (the "Member").

                The Company was formed as a limited liability company under an
Operating Agreement and Certificate of Formation dated as of September 21, 1999,
pursuant to and in accordance with the Delaware Limited Liability Company Act,
as amended from time to time (the "Act"). The Member hereby amends and restates
the Operating Agreement of the Company dated as of September 21, 1999, in its
entirety and hereby agrees as follows:

                1.      PURPOSE. The Company is formed for the purpose of
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act (including, without limitation, acquiring, operating,
managing and disposing of broadcast radio stations and related assets), and
engaging in any and all activities necessary or incidental to the foregoing.

                2.      MEMBER. The name and the business, residence or mailing
address of the Member of the Company is as follows:



             Name                                         Address
             ----                                         -------
                                               
Entercom Communications Corp.                     401 City Avenue, Suite 409
                                                  Bala Cynwyd, PA 19004


                3.      MANAGEMENT.

                        (a) Board of Managers.

                                (i) The Company will be managed by a Board of
Managers. The Board of Managers shall be elected by the Member on an annual
basis. Each Manager of the Company shall be a natural person of full age who
need not be a resident of the State of Delaware or a Member of the Company. The
Board of Managers shall have the authority to fix the compensation of Managers
for their services as Managers and a Manager may be a salaried officer of the
Company.

                                (ii) The Member, by written consent or at an
annual or special meeting, may, at any time (a) fix the number of Managers; (b)
elect individuals or entities to



serve on the Board of Managers; (c) remove any Manager, with or without cause;
and (d) fill vacancies in the Board of Managers, including vacancies resulting
from an increase in the size of the Board, or upon the death, resignation or
removal of a Manager.

                                (iii) The initial Board of Managers shall
consist of John C. Donlevie, Joseph M. Field, David J. Field and Stephen Fisher
(collectively, the "initial Managers"). The initial Managers shall serve until
the end of their initial one-year term, at which time the Member may either
re-elect any or all of the initial Members or choose to elect new Managers.

                        (b) Resignation; Vacancies.

                                A Manager may resign by providing written notice
to the Board of Managers. The resignation shall take effect when received by the
Company, or at a later date stated in the notice of resignation. Vacancies in
the Board of Managers, including vacancies resulting from an increase in the
number of Managers, may be filled by a majority vote of the remaining members of
the Board though less than a quorum, and each person so selected shall be a
Manager to serve until the next election of Managers, and until a successor has
been selected and qualified or until his or her earlier death, resignation or
removal.

                        (c) Authority of the Board of Managers.

                                (i) Except as otherwise provided herein, the
Board of Managers, acting as a group, shall have the sole authority to manage
and control the business, affairs and properties of the Company, and is
authorized to approve any contracts, enter into any transactions, and make or
obtain any commitments on behalf of the Company to conduct or further the
Company's business. Each Manager shall have one (1) vote in all Board decisions.
Notwithstanding the foregoing, the following actions shall require the consent
of the Member:

                                        (1) Subject to Section 4 hereof, the
termination, liquidation, or dissolution of the Company.

                                        (2) The transfer, sale or other
disposition of all or substantially all of the assets of the Company in a single
transaction or series of transactions.

                                        (3) A merger or consolidation of the
Company.

                                (ii) The Board of Managers may designate one or
more committees of Managers as may be deemed desirable by the Board and may
delegate to such committees any of the Board's responsibilities and authority.
Vacancies in the membership of any committee shall be filled by the Board of
Managers at a regular or special meeting. Any such committee shall have and
exercise the authority of the Board of Managers in the management of the
business affairs of the Company. The resolution establishing a committee shall
set forth the duties and authority of the committee, its size, its members and
its chairperson, or a method by which they are determined, its frequency of
meeting, and its duration. The committee or committees designated shall keep
regular minutes of its proceedings and report the


                                       2


same to the Board when required. The foregoing provision does not alter or waive
any duty that a Manager may have to the Company concerning the Manager's
exercise of management authority.

                                (iii) Each Manager must discharge his or her
duties in good faith, with the care an ordinarily prudent person in a like
position would exercise under similar circumstances, and in a manner which the
Manager reasonably believes to be in the best interests of the Company. A
Manager may rely on information received from other persons if that reliance is
reasonable and consistent with the Manager's duties.

                        (d) Acts of Managers.

                                Except to the extent that the Act, the
Certificate of Formation of the Company or this Agreement requires otherwise, an
act of the Managers consists of either (i) the consent of at least a majority of
the Managers represented at a properly called meeting of the Board of Managers
when a quorum (as set forth in Section 3(e)(vi)) is present, or (ii) written
consent without a meeting in accordance with Section 3(e)(v).

                        (e) Meetings of Managers.

                                (i) The Board of Managers of the Company may
hold meetings, both regular and special, either within or without the State of
Delaware. Managers may participate in such meetings in person or by
teleconference.

                                (ii) At every meeting of the Board of Managers,
the Chairman of the Board, if there be one, or, in the case of a vacancy in the
office or absence of the Chairman of the Board, one of the following officers
present in the order stated: the Vice Chairman of the Board, the CEO, the
President, the COO, the CFO, the Executive Vice President, or a person chosen by
a majority of the Managers present, shall act as chairman of, and preside over,
the meeting. The Secretary or, in the absence of the Secretary, an Assistant
Secretary, or, in the absence of the Secretary and the Assistant Secretaries,
any person appointed by the chairman of the meeting, shall act as secretary of
the meeting.

                                (iii) Regular meetings of the Board of Managers
may be held without notice at such time and at such place as shall from time to
time be determined by the consent of at least a majority of the Board at a duly
convened meeting, or by unanimous consent of the Board of Managers at any time,
provided, however, that the dates for such meetings are fixed by the Board of
Managers or the Chairman for an ensuing period of at least twelve months, and
such dates are set forth in the minutes of the meeting at which such dates were
fixed, which minutes were distributed to each Manager.

                                (iv) Special meetings of the Board may be called
by the Member or any two (2) or more Managers or the President. Notice of every
special meeting of the Board of Managers shall be given to each Manager by
telephone or in writing at least 24 hours (in the case of notice by telephone,
telex, TWX or facsimile transmission) or 48 hours (in the case of notice by
telegraph, courier service or express mail) or five days (in the case of notice
by first class mail) before the time at which the meeting is to be held. Every
such notice shall state the


                                       3


time and place of the meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board need be specified in a
notice of the meeting.

                                (v) Any action required or permitted to be taken
at a meeting of the Board of Managers may be taken without a meeting by written
action signed by all of the Managers of the Company. The written action is
effective when executed by all of the Managers and delivered to the Company.

                                (vi) Attendance and voting at any meeting of the
Board of Managers shall not be permitted by proxy. For any meeting of the
Managers, a quorum consists of a majority of the Managers then serving on the
Board of Managers.

                                (vii) Any action required or permitted to be
taken at a meeting of the Managers may be taken without a meeting if, prior or
subsequent to the action, a consent or consents thereto by all of the Managers
in office is filed with the Secretary of the Company or the action is ratified
by the Managers at the next regular or special meeting thereof.

                                (viii) A Manager of the Company who is present
at a meeting of the Board of Managers, or of a committee of the Board, at which
action on any company matter is taken on which the Manager is generally
competent to act, shall be presumed to have assented to the action taken unless
his or her dissent is entered in the minutes of the meeting or unless the
Manager files his or her written dissent to the action with the Secretary of the
meeting before the adjournment thereof or transmits the dissent in writing to
the Secretary of the Company immediately after the adjournment of the meeting.
The right to dissent shall not apply to a Manager who voted in favor of the
action. Nothing in this section shall bar a Manager from asserting that minutes
of the meeting incorrectly omitted his or her dissent if, promptly upon receipt
of a copy of such minutes, the Manger notifies the Secretary, in writing, of the
asserted omission or inaccuracy.

                                (ix) Waiver of Notice.

                                        (1) Written Waiver. Whenever any written
notice is required to be given under the provisions of the Act, the Certificate
of Formation of the Company or this Agreement, a waiver thereof in writing,
signed by the person or persons entitled to the notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of the notice.
Neither the business to be transacted at, nor the purpose of, a meeting need be
specified in the waiver notice of the meeting.

                                        (2) Waiver by Attendance. Attendance of
a person at any meeting shall constitute a waiver of notice of the meeting
except where a person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting was not lawfully called or convened.


                                       4


                        (f) Nonliability of Managers for Acts or Omissions in
their Official Capacity.

                                To the fullest extent permitted by Delaware law,
Managers and officers of the Company shall have no personal liability for
damages or other monetary relief on account of any act, omission, or conduct in
the Manager's or officer's official capacity, or for failure to perform in
accordance with, or comply with the terms of this Agreement, or for any other
reasons, unless such failure to perform or to comply or other reason constitutes
willful misconduct or gross negligence by the Manager or officer. No amendment
or repeal of this section affects any liability or alleged liability of any
Manager or officer for any acts, omissions, or conduct that occurred prior to
the amendment or repeal.

                        (g) Officers of the Company.

                                (i) The Board of Managers may designate one or
more individuals to serve as officers of the Company. The officers of the
Company shall be a Chairman, a Chief Executive Officer ("CEO"), a President, an
Executive Vice President, a Senior Vice President, a Chief Operating Officer
("COO"), a Chief Financial Officer ("CFO"), a Secretary, a Treasurer, and such
other officers as may be elected in accordance with the provisions of Section
3(g)(v). Officers may but need not be Managers or Members of the Company. All of
the officers shall be natural persons of full age, except that the Treasurer may
be a corporation. The Board of Managers may elect from among the members of the
Board a Chairman of the Board and a Vice Chairman of the Board who may but need
not be officers of the Company. Any number of offices may be held by the same
person. The initial officers of the Company shall be:



                Name                   Office
                ----                   ------
                                    
                Joseph M. Field        Chairman and Chief Executive Officer

                David J. Field         President and Chief Operating Officer

                Stephen Fisher         Senior Vice President and Chief Financial
                                       Officer

                John C. Donlevie       Executive Vice President and Secretary

                Eugene D. Levin        Treasurer and Assistant Secretary

                Reed Slogoff           Assistant Secretary


                                (ii) Each officer shall be appointed by, and
shall serve at the pleasure of, the Member, and may be removed with or without
cause at any time by the Member, subject to the provisions of any written
contract between the Company and such person. The officers shall have such
powers and perform such duties as from time to time may be assigned by the
Member.


                                       5


                                (iii) In lieu of the standards of conduct
otherwise provided by law, officers of the Company shall be subject to the same
standards of conduct, including standards of care and loyalty and rights of
justifiable reliance, as shall at the time be applicable to Managers of the
Company. An officer of the Company shall not be personally liable, as such, to
the Company or its Members for monetary damages (including, without limitation,
any judgment, amount paid in settlement, penalty, punitive damages or expenses
of any nature (including, without limitation, attorneys' fees and
disbursements)) for any action taken, or any failure to take any action, unless
the officer has breached or failed to perform the duties of his or her office
under this Agreement or the applicable provisions of law and the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this subsection shall not apply to the responsibility or
liability of an officer pursuant to any criminal statute or for the payment of
taxes pursuant to local, state or federal law.

                                (iv) The officers of the Company shall perform
such duties and services and exercise such powers as may be provided by the Act,
the Certificate of Formation or this Agreement, or as the Board of Managers may
from time to time determine or as may be assigned to them by any competent
superior officer. In addition to the designation of officers and the enumeration
of their respective duties, services and powers, the Board of Managers may grant
powers of attorney to individuals or entities to act as agent for or on behalf
of the Company, to do any act which would be binding on the Company, in incur
any expenditures on behalf of or for the Company, or to execute, deliver and
perform any agreements, acts, transactions or other matters on behalf of the
Company. Such powers of attorney may be revoked or modified as deemed necessary
by the Board of Managers.

                                (v) The Board of Managers may from time to time
appoint such other officers and such committees, employees or other agents as
the business of the Company may require, including one or more vice presidents,
assistant secretaries, and assistant treasurers, each of whom shall hold office
for such period, have such authority, and perform such duties as are provided in
this Agreement, or as the Board of Managers may from time to time determine. The
Board of Managers may delegate to any officer or committee the power to appoint
subordinate officers and to retain or appoint employees or other agents, or
committees thereof, and to prescribe the authority and duties of such
subordinate officers, committees, employees or other agents.

                                (vi) The Chairman of the Board or in the absence
of the Chairman, the Vice Chairman of the Board, shall preside at all meetings
of the Board of Managers, and shall perform such other duties as may from time
to time be requested by the Board of Managers.

                                (vii) The CEO shall be the chief executive
officer of the Company. The CEO shall have general supervision over the
business, finances, operations and welfare of the Company, subject however, to
the control of the Board of Managers. The CEO shall sign, execute, and
acknowledge, in the name of the Company, deeds, mortgages, bonds, contracts or
other instruments, authorized by the Board of Managers, except in cases where
the signing and execution thereof shall be expressly delegated by the Board of
Managers, or by this Agreement or by the CEO, to some other officer or agent of
the Company; and, in general, shall have all powers and perform all duties
incident to the position of a chief executive officer and such other powers and
duties as from time to time may be assigned by the Board of Managers.


                                       6


The CEO shall from time to time make such reports of the affairs of the Company
as the Board or the Member may require.

                                (viii) The President shall perform the duties of
the CEO in the absence of the CEO and such other duties as may from time to time
be assigned to the President by the CEO.

                                (ix) The Vice Presidents shall perform such
duties as may from time to time be assigned to them by the Board of Managers,
the CEO or the President.

                                (x) The Secretary or an Assistant Secretary
shall attend all meetings of the Board of Managers and all committees thereof
and shall record all the votes of the Managers and the minutes of the meetings
of the Board of Managers and of committees of the Board in a book or books to be
kept for that purpose; shall see that notices are given and records and reports
properly kept and filed by the Company as required by law; and, in general,
shall perform all duties incident to the office of Secretary, and such other
duties as may from time to time be assigned by the Board of Managers or the CEO.

                                (xi) The COO shall be the chief operating
officer and shall have general management and supervision of the operations of
the Company under the direction and supervision of the CEO; and, in general,
shall discharge such other duties as may from time to time be assigned by the
Board of Managers or the CEO.

                                (xii) The CFO shall be the chief financial
officer and shall have general management and supervision of the fiscal affairs
of the Company under the direction and supervision of the CEO. The CFO shall see
that a full and accurate accounting of all financial transactions is made; shall
oversee the investment and reinvestment of the capital funds of the Company;
shall oversee the preparation of any financial reports of the Company; shall
cooperate in the conduct of the annual audit of the Company's financial records
by the Company's certified public accountants; and in general, shall discharge
such other duties as may from time to time be assigned by the Board of Managers
or the CEO.

                                (xiii) The Treasurer shall perform the duties of
the CFO in the absence of the CFO and shall have or provide for the custody of
the funds or other property of the Company; shall collect and receive or provide
for the collection and receipt of moneys earned by or in any manner due to or
received by the Company; shall deposit all funds in his or her custody as
Treasurer in such banks or other places of deposit as the Board of Managers may
from time to time designate; shall, whenever so required by the Board of
Managers, render an account showing all transactions as Treasurer, and the
financial condition of the Company; and, in general, shall discharge such other
duties as may from time to time be assigned by the Board of Managers, the CEO,
or the CFO.

                                (xiv) The salaries of the officers elected by
the Board of Managers shall be fixed from time to time by the Board of Managers
or by such committee or officer as may be designated by resolution of the Board,
or in the absence of such designation by the CEO. The salaries or other
compensation of any other officers, employees and other agents shall be fixed
from time to time by the Board, or by the officer or committee to which the
power to


                                       7


appoint such officers or to retain or appoint such employees or other agents has
been delegated pursuant to Section 3.(h)(v), or in the absence of such
designation by the CEO or other officer designated by the CEO. No officer shall
be prevented from receiving such salary or other compensation by reason of the
fact that the officer is also a Manager of the Company.

                4.      DISSOLUTION. The Company shall dissolve, and its affairs
shall be wound up upon the first to occur of the following: (a) the written
consent of the Member, (b) the bankruptcy or dissolution of the Member or the
occurrence of any other event that terminates the continued membership of the
Member in the Company, or (c) the entry of an order of judicial dissolution
under Section 18-802 of the Act.

                5.      CAPITAL CONTRIBUTIONS. The Member has contributed the
consideration set forth in a certain Subscription Agreement with the Company to
the Company as its capital contribution to and in consideration for its interest
in the Company.

                6.      ADDITIONAL CONTRIBUTIONS. No Member is required to make
any additional capital contributions to the Company.

                7.      ALLOCATION OF PROFITS AND LOSSES. All of the Company's
profits and losses shall be allocated to the Member.

                8.      DISTRIBUTION. Distributions shall be made to the Member
at the times and in the amounts determined by the Member.

                9.      ASSIGNMENTS. The Member may assign its limited liability
company interest in whole or in part.

                10.     RESIGNATION. The Member may resign from the Company as
long as one or more additional members have been previously admitted to the
Company.

                11.     ADMISSION OF ADDITIONAL MEMBERS. One or more additional
members may be admitted to the Company with the consent of and on such terms and
conditions as may be determined by the Member.

                12.     LIABILITY OF MEMBERS. The Member, in its capacity as a
member of the Company, shall not have any liability for the obligations or
liabilities of the Company.

                13.     INDEMNIFICATION.

                        (a)     Scope of Indemnification.

                                (i)     General Rule. The Company shall
indemnify an indemnified representative against any liability incurred in
connection with any proceeding in which the indemnified representative may be
involved as a party or otherwise by reason of the fact that such person is or
was serving in an indemnified capacity, including, without limitation,
liabilities resulting from any actual or alleged breach or neglect of duty,
error, misstatement or


                                       8


misleading statement, negligence, gross negligence or act giving rise to strict
or products liability, except:

                                        (a)     where such indemnification is
expressly prohibited by applicable law;

                                        (b)     where the conduct of the
indemnified representative has been finally determined pursuant to Section 13(f)
or otherwise:

                                                (i)    to constitute willful
misconduct or recklessness sufficient in the circumstances to bar
indemnification against liabilities arising from the conduct; or

                                                (ii)   to be based upon or
attributable to the receipt by the indemnified representative from the Company
of a personal benefit to which the indemnified representative is not legally
entitled; or

                                        (c)     to the extent such
indemnification has been finally determined in a final adjudication pursuant to
Section 13(f) to be otherwise unlawful.

                                (ii)    Partial Payment. If an indemnified
representative is entitled to indemnification in respect of a portion, but not
all, of any liabilities to which such person may be subject, the Company shall
indemnify such indemnified representative to the maximum extent for such portion
of the liabilities.

                                (iii)   Presumption. The termination of a
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that the
indemnified representative is not entitled to indemnification.

                                (iv)    Definitions. For purposes of this
Section 13:

                                        (a)     "indemnified capacity" means any
and all past, present and future service by an indemnified representative in one
or more capacities as a member, officer, employee or agent of the Company, or,
at the request of the Company, as a member, manager, officer, director,
employee, agent, fiduciary or trustee of another company, corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise;

                                        (b)     "indemnified representative"
means any and all members and officers of the Company, any member, manager,
officer, employee or agent of a member of the Company acting on behalf of a
member of the Company in its capacity as a member of the Company, and any other
person designated as an indemnified representative by the Company (which may,
but need not, include any person serving at the request of the Company, as a
member, manager, officer, director, employee, agent, fiduciary or trustee of
another Company, corporation, partnership, joint venture, trust, employee
benefit plan or other entity or enterprise);


                                       9


                                        (c)     "liability" means any damage,
judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax
assessed with respect to an employee benefit plan, or cost or expense of any
nature (including, without limitation, attorneys' fees and disbursements); and

                                        (d)     "proceeding" means any
threatened, pending or completed action, suit, appeal or other proceeding of any
nature, whether civil, criminal, administrative or investigative, whether formal
or informal, and whether brought by or in the right of the Company, a class of
its security holders or otherwise.

                        (b)     Proceedings Initiated by Indemnified
Representatives. Notwithstanding any other provision of this Section 13, the
Company shall not indemnify under this Section 13 an indemnified representative
for any liability incurred in a proceeding initiated (which shall not be deemed
to include counterclaims or affirmative defenses) or participated in as an
intervenor or amicus curiae by the person seeking indemnification unless such
initiation of or participation in the proceeding is authorized, either before or
after its commencement, by the Member. This section 13(b) does not apply to
reimbursement of expenses incurred in successfully prosecuting or defending an
arbitration under Section 13(f) or otherwise successfully prosecuting or
defending the rights of an indemnified representative granted by or pursuant to
this Section 13.

                        (c)     Advancing Expenses. The Company shall pay the
expenses (including attorneys' fees and disbursements) incurred in good faith by
an indemnified representative in advance of the final disposition of a
proceeding described in Section 13(a) or the initiation of or participation in a
proceeding which has been authorized by the Member pursuant to Section 13(b)
upon receipt of an undertaking by or on behalf of the indemnified representative
to repay the amount if it is ultimately determined pursuant to Section 13(f)
that such person is not entitled to be indemnified by the Company pursuant to
this Section 13. The financial ability of an indemnified representative to repay
an advance shall not be a prerequisite to the making of such advance.

                        (d)     Securing of Indemnification Obligations. To
further effect, satisfy or secure the indemnification obligations provided
herein or otherwise, the Company 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 the Company, or use any other
mechanism or arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as the Member shall deem appropriate. Absent
fraud, the determination of the Member with respect to such amounts, costs,
terms and conditions shall be conclusive against all security holders, officers
and members and shall not be subject to voidability.

                        (e)     Payment of Indemnification. An indemnified
representative who is entitled to indemnification under this Section 13 shall be
entitled to payment within 30 days after a written request for indemnification
has been delivered to the Secretary of the Company.


                                       10


                        (f)     Arbitration.

                                (i)     General Rule. Any dispute related to the
right to indemnification, contribution or advancement of expenses as provided
under this Section 13, except with respect to indemnification for liabilities
arising under the Securities Act of 1933, as amended, that the Company has
undertaken to submit to a court for adjudication shall be decided only by
arbitration in the metropolitan area in which the principal executive offices of
the Company are located at the time, in accordance with the commercial
arbitration rules then in effect of the American Arbitration Association, before
a panel of three arbitrators, one of whom shall be selected by the Company, the
second of whom shall be selected by the indemnified representative and the third
of whom shall be selected by the other two arbitrators. In the absence of the
American Arbitration Association, or if for any reason arbitration under the
arbitration rules of the American Arbitration Association cannot be initiated,
and if one of the parties fails or refuses to select an arbitrator or the
arbitrators selected by the Company and the indemnified representative cannot
agree on the selection of the third arbitrator within 30 days after such time as
the Company and the indemnified representative have each been notified of the
selection of the other's arbitrator, the necessary arbitrator or arbitrators
shall be selected by the presiding judge of the court of general jurisdiction in
the county in which the Company's executive office is located.

                                (ii)    Qualifications of Arbitrators. Each
arbitrator selected as provided herein is required to be or have been a director
or executive officer of a corporation whose shares of common stock were listed
during at least one year of such service on the New York Stock Exchange or the
American Stock Exchange or quoted on the National Association of Securities
Dealers Automated Quotations System.

                                (iii)   Burden of Proof. The party or parties
challenging the right of an indemnified representative to the benefits of this
Section 13 shall have the burden of proof.

                                (iv)    Expenses. The Company shall reimburse an
indemnified representative for the expenses (including attorneys' fees and
disbursements) incurred in successfully prosecuting or defending such
arbitration.

                                (v)     Effect. Any award entered by the
arbitrators shall be final, binding and nonappealable and judgment may be
entered thereon by any party in accordance with applicable law in any court of
competent jurisdiction, except that the Company shall be entitled to interpose
as a defense in any such judicial enforcement proceeding any prior final
judicial determination adverse to the indemnified representative under Section
13(a)(i)(a) or Section 13(a)(i)(b). This arbitration provision shall be
specifically enforceable.

                        (g)     Contribution. If the indemnification provided
for in this Section 13 or otherwise is unavailable for any reason in respect of
any liability or portion thereof, the Company shall contribute to the
liabilities to which the indemnified representative may be subject in such
proportion as is appropriate to reflect the intent of this Section 13 or
otherwise.

                        (h)     Mandatory indemnification of the Member,
Officers, etc. To the extent that an authorized representative of the Company
has been successful on the merits or


                                       11


otherwise in defense of any action, suit or proceeding brought against such
person by reason of the fact that such person is or was serving on behalf of the
Company, or brought by such person by or in the right of the Company to procure
a judgment in its favor, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by such person in connection
therewith.

                        (i)     Contract Rights; Amendment or Repeal. All rights
under this Section 13 shall be deemed a contract between the Company and the
indemnified representative pursuant to which the Company and each indemnified
representative intend to be legally bound. Any repeal, amendment or modification
hereof shall be prospective only and shall not affect any rights or obligations
then existing.

                        (j)     Scope of Section 13. The rights granted by this
Section 13 shall not be deemed exclusive of any other rights to which those
seeking indemnification, contribution or advancement of expenses may be entitled
under any statute, agreement, vote or otherwise, both as to action in an
indemnified capacity and as to action in any other capacity. The
indemnification, contribution and advancement of expenses provided by or granted
pursuant to this Section 13 shall continue as to a person who has ceased to be
an indemnified representative in respect of matters arising prior to such time,
and shall inure to the benefit of the heirs, executors, administrators and
personal representatives of such a person.

                        (k)     Reliance on Provisions. Each person who shall
act as an indemnified representative of the Company shall be deemed to be doing
so in reliance upon the rights of indemnification, contribution and advancement
of expenses provided by this Section 13.

                        (l)     Changes in Delaware Law. References in this
Section 13 to Delaware law or to any provision thereof shall be to such law as
it existed on the date this Section 13 was adopted or as such law thereafter may
be changed; provided that (i) in the case of any change which expands the
liability of indemnified representatives or limits the indemnification rights or
the rights to advancement of expenses which the Company may provide, the rights
to limited liability, to indemnification and to the advancement of expenses
provided in this Section 13 shall continue as theretofore to the extent
permitted by law; and (ii) if such change permits the Company without the
requirement of any further action by the Member or the officers to limit further
the liability of indemnified representatives or to provide broader
indemnification rights or rights to the advancement of expenses than the Company
was permitted to provide prior to such change, then liability thereupon shall be
so limited and the rights to indemnification and the advancement of expenses
shall be so broadened to the extent permitted by law.


                                       12



                14.     GENERAL PROVISIONS.

                        (a) The covenants and agreements contained herein shall
be binding upon and inure to the benefit of the heirs, personal representatives,
successors and assigns of the respective parties hereto.

                        (b) Each provision of this Agreement shall be considered
separable and if for any reason any provision or provisions herein are
determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or affect any other provisions of
this Agreement.

                        (c) No provision of this Agreement is intended to be for
the benefit of any unrelated creditor to whom any debts, liabilities or
obligations are owed by, or who otherwise has any claim against, the Company or
the Member, and no such creditor shall obtain any right under any such
provisions or shall by reason of such provisions make any claim in respect of
any debt, liability or obligation (or otherwise) against the Company or the
Member.

                        (d) Section titles herein are for descriptive purposes
only and shall not control or alter the meaning of this Agreement as set forth
in the text. In this Agreement, the singular shall include the plural and the
neuter gender shall include the masculine and feminine genders, and vice versa,
unless the context otherwise requires.

                        (e) This Agreement may be modified or amended only with
the Unanimous Consent of the Member(s).

                        (f) This Agreement shall be governed by, and interpreted
and enforced in accordance with, the substantive laws of the State of Delaware,
without reference to the principles governing the conflict of laws applicable in
that or any other jurisdiction.

                IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Limited Liability Company Agreement as of
the date first set forth above.

                             MEMBER:

                             ENTERCOM COMMUNICATIONS CORP.



                             By:
                                ---------------------------------
                             Name:  John C. Donlevie
                             Title: Executive Vice President


                                       13

EX-3.5

                                                                     EXHIBIT 3.5

                          CERTIFICATE OF INCORPORATION

                                       OF

                             ENTERCOM CAPITAL, INC.

        FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:

                             ENTERCOM CAPITAL, INC.

        SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.

        THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

        FOURTH: The aggregate number of all classes of shares which the
Corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, par value of $.01 per share.

        No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase or receive any share of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe for or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold or offered for sale by the Corporation; provided, however, that in
connection with the issuance or sale of any such shares or securities, the Board
of Directors of the Corporation may, in its sole discretion, offer such shares
or securities, or any part thereof, for purchase or subscription by the





holders of shares of the Corporation, except as may otherwise be provided by
this Certificate of Incorporation, as amended from time to time.

        At all times, each holder of common stock of the Corporation shall be
entitled to one vote for each share of common stock held by such stockholder
standing in the name of such stockholder on the books of the Corporation.

        FIFTH: The name and address of the Incorporator is as follows:

               Jennifer A. Kate
               Latham & Watkins
               1001 Pennsylvania Avenue, NW
               Suite 1300
               Washington, D.C. 20004

        SIXTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation.

        SEVENTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for the breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transactions from which the director derived an
improper personal benefit.

        EIGHTH: Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.

        NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter




prescribed by the General Corporation Law of the State of Delaware. All rights
conferred upon stockholders herein are granted subject to this reservation.

        I, THE UNDERSIGNED, being the sole Incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this __ day of ____________, 2002.

                                                 -------------------------
                                                 Jennifer A. Kate
                                                 Incorporator

EX-3.6

                                                                     EXHIBIT 3.6






                                     BYLAWS
                                       OF
                             ENTERCOM CAPITAL, INC.






                                   ARTICLE I.
                                     OFFICES

                Section 1.      The registered office of Entercom Capital, Inc.
(the "Corporation") shall be in the City of Wilmington, County of New Castle,
State of Delaware.

                Section 2.      The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                  ARTICLE II.
                            MEETINGS OF STOCKHOLDERS

                Section 1.      Meetings of stockholders shall be held at any
place within or outside the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the Corporation.

                Section 2.      The annual meeting of stockholders shall be held
each year on a date and a time designated by the Board of Directors. At each
annual meeting directors shall be elected and any other proper business may be
transacted.

                Section 3.      A majority of the stock issued and outstanding
and entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by law, by the Certificate
of Incorporation, or by these Bylaws. A quorum, once established, shall


                                       1



not be broken by the withdrawal of enough votes to leave less than a quorum and
the votes present may continue to transact business until adjournment. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by proxy
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote thereat.

                Section 4.      When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes, or the Certificate of Incorporation, or these Bylaws, a different vote
is required in which case such express provision shall govern and control the
decision of such question.

                Section 5.      At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to said meeting, unless said instrument provides for a longer period. All
proxies must be filed with the Secretary of the Corporation at the beginning of
each meeting in order to be counted in any vote at the meeting. Each stockholder
shall have one vote for each share of stock having voting power, registered in
his name on the books of the


                                       2



Corporation on the record date set by the Board of Directors as provided in
Article V, Section 6 hereof. All elections shall be had and all questions
decided by a plurality vote.

                Section 6.      Special meetings of the stockholders, for any
purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the Corporation, issued and
outstanding, and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

                Section 7.      Whenever stockholders are required or permitted
to take any action at a meeting, a written notice of the meeting shall be given
which notice shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. The written notice of any meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. If mailed, notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation.

                Section 8.      The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the


                                       3



address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                Section 9.      Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                  ARTICLE III.
                                    DIRECTORS

                Section 1.      The number of directors which shall constitute
the whole Board shall be not less than one (1) and not more than nine (9). The
exact number of directors shall be determined by resolution of the Board, and
the initial number of directors shall be four (4). The directors need not be
stockholders. The directors shall be elected at the annual meeting of the


                                       4



stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified;
provided, however, that unless otherwise restricted by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, either with or without cause, from the Board of Directors at any
meeting of stockholders by a majority of the stock represented and entitled to
vote thereat.

                Section 2.      Vacancies on the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner replaced by a vote of the shareholders. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

                Section 3.      The property and business of the Corporation
shall be managed by or under the direction of its Board of Directors. In
addition to the powers and authorities by these Bylaws expressly conferred upon
them, the Board may exercise all such powers of the


                                       5



Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

                Section 4.      The directors may hold their meetings and have
one or more offices, and keep the books of the Corporation outside of the State
of Delaware.

                Section 5.      Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by the Board.

                Section 6.      Special meetings of the Board of Directors may
be called by the Chairman of the Board or the President on forty-eight hours'
notice to each director, either personally or by mail or by telegram; special
meetings shall be called by the President or the Secretary in like manner and on
like notice on the written request of two directors.

                Section 7.      At all meetings of the Board of Directors a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at any meeting at which there is a quorum,
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Certificate of Incorporation or by
these Bylaws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. If only one director is authorized, such sole director shall
constitute a quorum. At any meeting, a director shall have the right to be
accompanied by counsel provided that such counsel shall agree to any
confidentiality restrictions reasonably


                                       6



imposed by the Corporation.

                Section 8.      Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.

                Section 9.      Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                Section 10.     The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each such
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may


                                       7



exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the Bylaws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.

                Section 11.     Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

                Section 12.     Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, the Board of Directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

                Section 13.     The Corporation shall indemnify every person who
is or was a


                                       8



party or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Corporation or, while
a director or officer or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including counsel fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, to the full extent permitted by
applicable law.

                                  ARTICLE IV.
                                    OFFICERS

                Section 1.      The officers of this corporation shall be chosen
by the Board of Directors and shall include a President, a Secretary, and a
Treasurer. The Corporation may also have, at the discretion of the Board of
Directors, such other officers as are desired, including a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 hereof. In the event there are two or more Vice
Presidents, then one or more may be designated as Executive Vice President,
Senior Vice President, or other similar or dissimilar title. At the time of the
election of officers, the directors may by resolution determine the order of
their rank. Any number of offices may be held by the same person unless the
Certificate of Incorporation or these Bylaws otherwise provide.

                Section 2.      The Board of Directors, at its first meeting
after each annual meeting of stockholders, shall choose the officers of the
Corporation.


                                       9



                Section 3.      The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.

                Section 4.      The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

                Section 5.      The officers of the Corporation shall hold
office until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.

                Section 6.      Chairman of the Board. The Chairman of the
Board, if such an officer be elected, shall, if present, preside at all meetings
of the Board of Directors and exercise and perform such other powers and duties
as may be from time to time assigned to him by the Board of Directors or
prescribed by these Bylaws. If there is no President, the Chairman of the Board
shall in addition be the Chief Executive Officer of the Corporation and shall
have the powers and duties prescribed in Section 7 of this Article IV.

                Section 7.      President. Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the Chairman of the Board,
if there be such an officer, the President shall be the Chief Executive Officer
of the Corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction and control of the business and officers of
the Corporation. He shall preside at all meetings of the stockholders and, in
the


                                       10



absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these Bylaws.

                Section 8.      Vice Presidents. In the absence or disability of
the President, the Vice Presidents in order of their rank as fixed by the Board
of Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall have such other duties as from time to time
may be prescribed for them, respectively, by the Board of Directors.

                Section 9.      Secretary. The Secretary shall attend all
sessions of the Board of Directors and all meetings of the stockholders and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose; and shall perform like duties for the standing committees when
required by the Board of Directors. He shall give, or cause to be given, notice
of all meetings of the stockholders and of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
these Bylaws.

                He shall keep in safe custody the seal of the Corporation, and
when authorized by the Board, affix the same to any instrument requiring it, and
when so affixed it shall be attested by his signature or by the signature of an
Assistant Secretary. The Board of Directors may give


                                       11



general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

                Section 10.     Assistant Secretary. The Assistant Secretary, or
if there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors, or if there be no such determination, the Assistant
Secretary designated by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

                Section 11.     Treasurer. The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, he shall give the Corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

                Section 12.     Assistant Treasurer. The Assistant Treasurer, or
if there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors, or if


                                       12



there be no such determination, the Assistant Treasurer designated by the Board
of Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE V.
                              CERTIFICATES OF STOCK

                Section 1.      Every holder of stock of the Corporation shall
be entitled to have a certificate signed by, or in the name of the Corporation
by, the Chairman or Vice Chairman of the Board of Directors, or the President or
a Vice President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer of the Corporation, certifying the number of
shares represented by the certificate owned by such stockholder in the
Corporation.

                Section 2.      Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

                Section 3.      If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate which the Corporation shall issue to
represent such


                                       13



class or series of stock, a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

                Section 4.      The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                Section 5.      Upon surrender to the Corporation, or the
transfer agent of the Corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its book.

                Section 6.      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the
stockholders, or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any


                                       14



other lawful action, the Board of Directors may fix a record date which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

                Section 7.      The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Delaware.

                                  ARTICLE VI.
                               GENERAL PROVISIONS

                Section 1.      Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

                Section 2.      Before payment of any dividend there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.


                                       15



                Section 3.      All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

                Section 4.      The fiscal year of the Corporation shall be the
calendar year.

                Section 5.      The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                Section 6.      Whenever, under the provisions of the statutes
or of the Certificate of Incorporation or of these Bylaws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

                Section 7.      Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of Incorporation or
of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                Section 8.      The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.


                                       16



                                  ARTICLE VII.
                                   AMENDMENTS

                Section 1.      These Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the stockholders or by the Board of Directors at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new Bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal Bylaws is
conferred upon the Board of Directors by the Certificate of Incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal Bylaws.



                                       17



                            CERTIFICATE OF SECRETARY

                I, the undersigned, do hereby certify:

                (1)     That I am the duly elected and acting Secretary of
Entercom Capital, Inc., a Delaware corporation; and

                (2)     That the foregoing Bylaws, comprising seventeen (17)
pages, constitute the Bylaws of said corporation as duly adopted by the written
consent of the sole Incorporator, and approved by the Board of Directors, of
said corporation as of February 7, 2002.

                IN WITNESS WHEREOF, I have hereunto subscribed my name this 7th
day of February, 2001.


                                           -------------------------------------
                                           John C. Donlevie, Secretary



                                       18

EX-4.1

  CLASS A                                                             CLASS A
COMMON STOCK         [ENTERCOM COMMUNICATIONS CORP. GRAPHIC]        COMMON STOCK
   NUMBER                                                              SHARES


THIS CERTIFICATE                                               CUSIP 293639 10 0
TRANSFERABLE IN
CHARLOTTE, NORTH CAROLINA                    SEE REVERSE FOR CERTAIN DEFINITIONS
OR NEW YORK, NEW YORK

                         ENTERCOM COMMUNICATIONS CORP.
        INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA

THIS CERTIFIES THAT



IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK PAR VALUE OF $0.01
                                 PER SHARE, OF

                ---------ENTERCOM COMMUNICATIONS CORP.---------

transferable on the books of the Corporation in person or by attorney duly
authorized in writing upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Corporation's Certificate of Incorporation
and any amendments thereof, copies of which are on file with the Transfer Agent,
to all the provisions of which the holder hereof by acceptance of this
certificate assents.

This certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:

          /s/ John C. Donlevie                    /s/ Joseph M. Field
               SECRETARY                               CHIEF EXECUTIVE OFFICER

                            [ENTERCOM COMMUNICATIONS
                             CORP. CORPORATE SEAL]

COUNTERSIGNED AND REGISTERED:

                            FIRST UNION NATIONAL BANK
                          (Charlotte, North Carolina)
                                                      TRANSFER AGENT
                                                       AND REGISTRAR
BY

                                                  AUTHORIZED SIGNATURE

                         ENTERCOM COMMUNICATIONS CORP.

     The Corporation will furnish to any stockholder upon request and without
charge a full statement of the powers, designations, limitations and relative,
participating, optional or other special rights of the shares of each class
authorized to be issued, the qualifications, limitations and restrictions of
such preferences and rights, the variations in the relative rights and
preferences between shares of any series of any authorized preferred class so
far as they have been fixed and determined, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series of any such preferred class.

     RESTRICTIONS ON TRANSFER AND VOTING: The Certificate of Incorporation of
the Corporation provides that, to the extent prohibited by law, (i) the
Corporation shall not issue in excess of 25% of its capital stock outstanding at
any time to or for the account of any Alien or Aliens; (ii) the Corporation
shall not permit the transfer on its books of any of its capital stock to or for
the account of any Alien if, after giving effect to such transfer, the capital
stock held by or for the account of any Alien or Aliens would exceed 25% of the
Corporation's capital stock outstanding at any time; and (iii) no Alien or
Aliens shall be entitled to vote or direct or control the vote of more than 25%
of (A) the total number of shares of capital stock of the Corporation
outstanding and entitled to vote at any time and from time to time, or (B) the
total voting power of all the shares of capital stock of the Corporation
outstanding and entitled to vote at any time and from time to time. The term
"Alien" means any person who is a citizen of a country other than the United
States; any entity organized under the laws of a government other than the
government of the United States or any state, territory or possession thereof; a
government other than the government of the United States, or any state,
territory or possession thereof; or a representative of, or an individual or
entity controlled by, any of the foregoing. The Company's Board of Directors is
authorized to take such action, including requiring redemption of shares of
Common Stock, to ensure the Company's compliance with the Alien ownership
restrictions in effect from time to time.

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

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN COM- as tenants in common
     TEN ENT- as tenants by the entireties
      JT TEN- as joint tenants with right
              of survivorship and not as
              tenants in common

UNIF GIFT MIN ACT -                       Custodian
                    ---------------------           -----------------------
                          (Cust)                           (Minor)

                         Under Uniform Gifts to Minors
                         Act
                             ----------------------------------------------
                                                (State)

    Additional abbreviations may also be used though not in the above list.

For value received,                       hereby sell, assign and transfer unto
                    ---------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[                                     ]
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE


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

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

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

                                                                         Shares
- ------------------------------------------------------------------------
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint                                 Attorney, to
                                   -------------------------------
transfer the said shares on the books of the within named corporation with full
power of substitution.

Dated,
       -----------------------

                                        X
                                        ---------------------------------------
                                        X
                                        ---------------------------------------
                                        NOTICE: THE SIGNATURE(S) TO THIS
                                        ASSIGNMENT MUST CORRESPOND WITH THE
                                        NAME(S) AS WRITTEN UPON THE FACE OF THE
                                        CERTIFICATE, IN EVERY PARTICULAR,
                                        WITHOUT ALTERATION OR ENLARGEMENT OR ANY
                                        CHANGE WHATSOEVER.


SIGNATURE(S) GUARANTEED:
                         ------------------------------------------------------
                         THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                         GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS
                         AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
                         IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                         PURSUANT TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF
A REPLACEMENT CERTIFICATE.

EX-4.3

                                                                     EXHIBIT 4.3




                               ENTERCOM RADIO, LLC

                             ENTERCOM CAPITAL, INC.

                                 as Co-Issuers;

                                       and

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

                                   as Trustee





                                    INDENTURE

                       dated as of _______________, 2002











                                TABLE OF CONTENTS



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

    Section 1.01   Certain Definitions.......................................................1
    Section 1.02   Other Definitions.........................................................4
    Section 1.03   Incorporation by Reference of Trust Indenture Act.........................4
    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.......................................8
    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.....................................................10
    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........................................................................13

    Section 3.01   Notices to Trustee.......................................................13
    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..............................................15
    Section 3.06   Securities Redeemed in Part..............................................15

ARTICLE 4 COVENANTS.........................................................................15

    Section 4.01   Payment of Securities....................................................15
    Section 4.02   Maintenance of Office or Agency..........................................16
    Section 4.03   Commission Reports.......................................................16
    Section 4.04   Compliance Certificate...................................................16
    Section 4.05   Taxes....................................................................17
    Section 4.06   Stay, Extension and Usury Laws...........................................17
    Section 4.07   Corporate Existence......................................................17
    Section 4.08   Calculation of Original Issue Discount...................................17


                                       i



                                                                                        
ARTICLE 5 SUCCESSORS........................................................................18

    Section 5.01   When Company May Merge, etc..............................................18
    Section 5.02   Successor Person Substituted.............................................18

ARTICLE 6 DEFAULTS AND REMEDIES.............................................................19

    Section 6.01   Events of Default........................................................19
    Section 6.02   Acceleration.............................................................20
    Section 6.03   Other Remedies...........................................................20
    Section 6.04   Waiver of Past Defaults..................................................21
    Section 6.05   Control by Majority......................................................21
    Section 6.06   Limitation on Suits......................................................21
    Section 6.07   Rights of Holders to Receive Payment.....................................22
    Section 6.08   Collection Suit by Trustee...............................................22
    Section 6.09   Trustee May File Proofs of Claim.........................................22
    Section 6.10   Priorities...............................................................22
    Section 6.11   Undertaking for Costs....................................................23

ARTICLE 7 TRUSTEE...........................................................................23

    Section 7.01   Duties of Trustee........................................................23
    Section 7.02   Rights of Trustee........................................................25
    Section 7.03   Individual Rights of Trustee.............................................25
    Section 7.04   Trustee's Disclaimer.....................................................26
    Section 7.05   Notice of Defaults.......................................................26
    Section 7.06   Reports by Trustee to Holders............................................26
    Section 7.07   Compensation and Indemnity...............................................26
    Section 7.08   Replacement of Trustee...................................................27
    Section 7.09   Successor Trustee by Merger, etc.........................................28
    Section 7.10   Eligibility; Disqualification............................................28
    Section 7.11   Preferential Collection of Claims Against Company........................28

ARTICLE 8 SATISFACTION AND DISCHARGE; DEFEASANCE............................................29

    Section 8.01   Satisfaction and Discharge of Indenture..................................29
    Section 8.02   Application of Trust Funds; Indemnification..............................30
    Section 8.03   Legal Defeasance of Securities of any Series.............................30
    Section 8.04   Covenant Defeasance......................................................32
    Section 8.05   Repayment to Company.....................................................33

ARTICLE 9 SUPPLEMENTS, AMENDMENTS AND WAIVERS...............................................33

    Section 9.01   Without Consent of Holders...............................................33
    Section 9.02   With Consent of Holders..................................................34
    Section 9.03   Revocation and Effect of Consents........................................35
    Section 9.04   Notation on or Exchange of Securities....................................35
    Section 9.05   Trustee to Sign Amendments, etc..........................................35



                                       ii


                                                                                        
ARTICLE 10 MISCELLANEOUS....................................................................36

    Section 10.01  Indenture Subject to Trust Indenture Act.................................36
    Section 10.02  Notices..................................................................36
    Section 10.03  Communication By Holders With Other Holders..............................37
    Section 10.04  Certificate and Opinion as to Conditions Precedent.......................37
    Section 10.05  Statements Required in Certificate or Opinion............................37
    Section 10.06  Rules by Trustee and Agents..............................................38
    Section 10.07  Legal Holidays...........................................................38
    Section 10.08  No Recourse Against Others...............................................38
    Section 10.09  Counterparts.............................................................38
    Section 10.10  Governing Law............................................................38
    Section 10.11  Severability.............................................................38
    Section 10.12  Effect of Headings, Table of Contents, etc...............................38
    Section 10.13  Successors and Assigns...................................................39
    Section 10.14  No Interpretation of Other Agreements....................................39



                                      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)...........................................................................10.03
   (c)...........................................................................10.03
313(a) ...........................................................................7.06
   (b) ...........................................................................7.06
   (c) ....................................................................7.06; 10.02
   (d) ...........................................................................7.06
314(a) ....................................................................4.03; 10.02
   (b) ...........................................................................N.A.
   (c)(1) .......................................................................10.04
   (c)(2) .......................................................................10.04
   (c)(3)  .......................................................................N.A.
   (d) ...........................................................................N.A.
   (e) ..........................................................................10.05
   (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) ..........................................................................10.01
   (b) ...........................................................................N.A.
   (c)...........................................................................10.01
*


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

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 (together, the "Company"), as the joint and several
obligors, and _______________, a ___________________, 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" means any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company.
For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), 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 stock, by
agreement or otherwise.

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

               "Board of Directors" means the Board of Directors of the Company
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).

               "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.

               "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.

                                       1


               "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 _________________________________________.

               "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.

               "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.

               "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 the Chairman of the Board, a Co-Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, any Vice-President, the



                                       2


Treasurer, the Controller, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

               "Officers' Certificate" means a certificate signed by one or more
Officers, one of whom must be the principal executive officer, principal
financial officer or principal accounting officer of the Company.

               "Opinion of Counsel" means a written opinion from legal counsel
who is reasonably acceptable to the Trustee. 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 any corporation, partnership or limited
liability company of which the Company, or the Company and one or more
Subsidiaries, or any one or more Subsidiaries, directly or indirectly owns or
own (i) in the case of a corporation, voting securities entitling the holders
thereof to elect a majority of the directors, either at all times or so long as
there is no default or contingency which permits the holders of any other class
of securities to vote for the election of one or more directors, (ii) in the
case of a partnership, at least a majority of the general partnership interests
and at least a majority of total outstanding partnership interests or (iii) in
the case of a limited liability company, at least a majority of the membership
interests.

               "TIA" means the Trust Indenture Act of 1939, as amended from time
to time, and as in effect on the date of execution of this Indenture; 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 so amended.

               "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



                                       3


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.

               "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

               "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"                        10.07
 -------------
"Paying Agent"                          2.03
 ------------
"Place of Payment"                      2.01
 ----------------
"redemption price"                      3.03
 ----------------
"Registrar"                             2.03
 ---------


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.



                                       4


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

               "obligor" on the Securities means the Company 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; and

                        (v)     provisions apply to successive events and
                                transactions.

                                    ARTICLE 2
                                 THE SECURITIES

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

               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;


                                       5


               (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;

               (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 or changes in 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;



                                       6


               (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;

               (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.

               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.


                                       7


               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
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 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 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



                                       8


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.

               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



                                       9


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 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 bona fide 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.

               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
written order of the Company signed by one Officer of the Company. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for



                                       10


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. The Company shall fix any such record
date and payment date for such payment. 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 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,



                                       11


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.

               (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."


                                       12


                      "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.

                                    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 notify the Trustee of
the redemption date and the principal amount of Securities of that series to be
redeemed.

               The Company shall give the notice provided for in this Section at
least 45 days before the redemption date (unless a shorter notice period shall
be satisfactory to the Trustee), which notice shall specify the provisions of
such Security pursuant to which the Company elects to redeem such Securities.


                                       13


               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,
the Trustee shall select the Securities of that series to be redeemed by a
method that complies with the requirements of any exchange on which the
Securities of that series are listed, or, if the Securities of that series are
not listed on an exchange, by lot or by such other method as the Trustee deems
appropriate. The Trustee shall make the selection not more than 75 days and not
less than 30 days before the redemption date from Securities of that series
outstanding and not previously called for redemption. 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 any
integral multiple thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly in writing of the
Securities or portions of Securities to be 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.

               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;

                        (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;

                                       14


                        (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; and

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

               At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. 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.

               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.

SECTION 3.05   DEPOSIT OF REDEMPTION PRICE.

               On or before 10:00 a.m., New York City time, on the redemption
date, the Company shall deposit with the 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 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.

SECTION 3.06   SECURITIES REDEEMED IN PART.

               Upon surrender of a Security that is redeemed 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 portion of the Security surrendered.

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01   PAYMENT OF SECURITIES.

               The Company, jointly and severally, shall pay or cause to be paid
the principal of and interest on the Securities on the dates and in the manner
provided in this Indenture and the Securities. Principal 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
and interest then due.

                                       15


               To the extent lawful, the Company, jointly and severally, shall
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 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   COMMISSION 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.

                                       16


               The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, commencing within 120 days of
December 31, 2001, an Officers' Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company, they
would normally have knowledge of any failure by the Company to comply with all
conditions, or default by the Company with respect to any covenants, under this
Indenture, and further stating whether or not they have knowledge of any such
failure or default and, if so, specifying each such failure or default and the
nature thereof. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided for in this Indenture. The certificate need not comply with Section
10.04 hereof.

               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 as contested in good faith by
appropriate proceedings.

SECTION 4.06   STAY, EXTENSION AND USURY LAWS.

               The Company covenants (to the extent that it may lawfully do so)
that it 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 (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it 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   CORPORATE EXISTENCE.

               Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate or limited liability company existence, as applicable, and the
corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of each Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders.

SECTION 4.08   CALCULATION OF ORIGINAL ISSUE DISCOUNT.



                                       17


               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 consolidate or merge with or into (whether or
not the Company is the surviving Person), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to any Person unless:

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

                        (3)     immediately prior to and after giving effect to
the transaction no Default or Event of Default shall have occurred and be
continuing.

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.

SECTION 5.02   SUCCESSOR PERSON SUBSTITUTED.

               Upon any consolidation or merger, or any transfer by the Company
(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 transfer is
made shall succeed to, and be substituted for, 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. In the event of any such
transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in

                                       18

respect of the Securities and the Indenture, and the predecessor Company may be
dissolved, wound up or liquidated at any time thereafter.

                                   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 of the
principal of any Security of that series when the same becomes due and payable
at maturity, upon redemption 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.

                        (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;


                                       19



                                (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 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.

               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.

                                       20



               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 9.02, the Holders of a majority in principal
amount of the then outstanding Securities of any series, by notice to the
Trustee, may waive an existing Default or Event of Default with respect to that
series and its consequences except a Default or Event of Default in the payment
of the principal (including any mandatory sinking fund or like payment) of or
interest on any Security of that series (provided, however, that the Holders of
a majority in 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).

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 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 is unduly prejudicial to the rights of another Holder 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.

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;

                        (2)     the Holders of at least 50% 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 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.


                                       21


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 of and interest, if
any, on the Security, on or after the respective due dates expressed in the
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not 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) and interest, if any, 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 and the Securityholders allowed in any judicial proceedings relative to
the Company (or any other obligor on the Securities), its creditors or its
property and shall be entitled to and empowered to collect and receive any money
or other property payable or deliverable on any such claims and to distribute
the same, 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:


                                       22


                        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: to Securityholders for amounts due and unpaid on
                                the Securities of such series for principal 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 and interest, respectively; and

                        Third:  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 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



                                       23


                                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
                                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 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



                                       24


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.

               (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.

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.

                                       25


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).

               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 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



                                       26


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 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;

                        (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



                                       27


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 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.

                                       28



               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 OF INDENTURE.

               This Indenture shall upon Company Order cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

               (a)     either

                                (i)     all Securities theretofore authenticated
                                        and delivered (other than Securities
                                        that have been destroyed, lost or stolen
                                        and that have been replaced or paid)
                                        have been delivered to the Trustee for
                                        cancellation; or

                                (ii)    all such Securities not theretofore
                                        delivered to the Trustee for
                                        cancellation

                        (A)     have become due and payable, or

                        (B)     will become due and payable at their stated
maturity within one year, or

                        (C)     are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, or

                        (D)     are deemed paid and discharged pursuant to
Section 8.03, as applicable;

        and the Company, in the case of (A), (B) or (C) above, has deposited or
        caused to be deposited with the Trustee as trust funds in trust an
        amount sufficient for the purpose of paying and discharging the entire
        indebtedness on such Securities not theretofore delivered to the Trustee
        for cancellation, for principal and interest to the date of such deposit
        (in the case of Securities that have become due and payable on or prior
        to the date of such deposit) or to the stated maturity or redemption
        date, as the case may be;

               (b)     the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and


                                       29


               (c)     the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07 hereof, and, if
money shall have been deposited with the Trustee pursuant to clause (a) of this
Section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.03 hereof, the obligations of the Trustee
under Sections 8.02 and 8.05 hereof shall survive.

SECTION 8.02   APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

               (a)     Subject to the provisions of Section 8.05 hereof, all
money deposited with the Trustee pursuant to Section 8.01 hereof, all money and
U.S. Government Obligations deposited with the Trustee pursuant to Section 8.03
or 8.04 hereof and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Section 8.03 or
8.04 hereof, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the persons entitled thereto, of the
principal and interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Sections 8.03 and 8.04 hereof.

               (b)     The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Sections 8.03 or 8.04 hereof or the
interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.

               (c)     The Trustee shall deliver or pay to the Company from
time to time upon Company Request any U.S. Government Obligations or money held
by it as provided in Sections 8.03 or 8.04 hereof that, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such U.S. Government Obligations or money were deposited
or received. This provision shall not authorize the sale by the Trustee of any
U.S. Government Obligations held under this Indenture.

SECTION 8.03   LEGAL DEFEASANCE OF SECURITIES OF ANY SERIES.

               Unless this Section 8.03 is otherwise specified to be
inapplicable to Securities of any series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Securities of
any such series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such series, shall no longer be in effect (and
the Trustee, at the expense



                                       30


of the Company, shall, upon Company Request, execute proper instruments
acknowledging the same), except as to:

                (a)     the rights of Holders of Securities of such series to
receive, from the trust funds described in subparagraph (d) hereof, (i) payment
of the principal of an each installment of principal of or interest on the
outstanding Securities of such series on the stated maturity of such principal
of or interest and (ii) the benefit of any mandatory sinking fund payments
applicable to the Securities of such series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the
Securities of such series;

                (b)     the Company's obligations with respect to such
Securities of such series under Sections 2.03, 2.06 and 2.07 hereof; and

                        (a)     the rights, powers, trust and immunities of the
        Trustee hereunder and the duties of the Trustee under Section 8.02
        hereof and the duty of the Trustee to authenticate Securities of such
        series issued on registration of transfer of exchange;

        provided that, the following conditions shall have been satisfied:

                (c)     the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of such Securities, cash in U.S.
Dollars and/or U.S. Government Obligations which through the payment of interest
and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal
(including mandatory sinking fund or analogous payments) of and interest, if
any, on all the Securities of such series on the dates such installments of
interest or principal are due;

                (d)     such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other material
agreement or instrument to which the Company is a party or by which it is bound;

                (e)     no Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date;

                (f)     the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture, 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 Securities of such series will not recognize



                                       31


income, gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge had not occurred;

               (g)     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 of the Securities of such series over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company;

               (h)     such deposit shall not result in the trust arising from
such deposit constituting an investment company (as defined in the Investment
Company Act of 1940, as amended), or such trust shall be qualified under such
Act or exempt from regulation thereunder; and

               (i)     the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance contemplated by
this Section have been complied with.

SECTION 8.04   COVENANT DEFEASANCE.

               Unless this Section 8.04 is otherwise inapplicable to Securities
of any series, on and after the 91st day after the date of the deposit referred
to in subparagraph (a) hereof, the Company may omit to comply with any term,
provision or condition set forth under Sections 4.03, 4.04, 4.05, 4.06, 4.07,
4.08 and 5.01 hereof as well as any additional covenants contained in a
supplemental indenture hereto for a particular series of Securities or a Board
Resolution or an Officers' Certificate delivered pursuant to Section 2.01(n)
hereof (and the failure to comply with any such provisions shall not constitute
a Default or Event of Default under Section 6.01 hereof) and the occurrence of
any event described in clause (e) of Section 6.01 hereof shall not constitute a
Default or Event of Default hereunder, with respect to the Securities of such
series, provided that the following conditions shall have been satisfied:

               (a)     With reference to this Section 8.04, the Company has
deposited or caused to be irrevocably deposited (except as provided in Section
8.03 hereof) with the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, cash in U.S. Dollars and/or U.S. Government Obligations which
through the payment of interest and principal in respect thereof, in accordance
with their terms, will provide (and without reinvestment and assuming no tax
liability will be imposed on such Trustee), not later than one day before the
due date of any payment of money, an amount in cash, sufficient, in the opinion
of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
principal and interest, if any, on and any mandatory sinking fund in respect of
the Securities of such series on the dates such installments of interest or
principal are due;

                                       32


               (b)     Such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other material
agreement or instrument to which the Company is a party or by which it is bound;

               (c)     No Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date;

               (d)     The Company shall have delivered to the Trustee an
Opinion of Counsel confirming that Holders of the Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit and 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 deposit and defeasance had not occurred;

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

               (f)     The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the defeasance contemplated
by this Section have been complied with.

SECTION 8.05   REPAYMENT TO COMPANY.

               The Trustee and the Paying Agent shall pay to the Company upon
the Company's request any money held by them for the payment of principal or
interest that remains unclaimed for two years after the date upon which such
payment shall have become due. After payment to the Company, Securityholders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person.

                                    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;

                                       33


                        (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;

                        (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;



                                       34


                        (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, that unless a record date shall have
been established pursuant to Section 2.12(a) hereof, any such Holder or
subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives the notice of revocation before the date on
which the amendment or waiver becomes effective. An amendment or waiver shall
become effective on receipt by the Trustee of consents from the Holders of the
requisite percentage principal amount of the outstanding Securities of any
series, and thereafter shall bind every Holder of Securities of that series.

SECTION 9.04   NOTATION ON OR EXCHANGE OF SECURITIES.

               If an amendment 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.

SECTION 9.05   TRUSTEE TO SIGN AMENDMENTS, ETC.

               The Trustee shall receive an Opinion of Counsel stating that the
execution of any amendment or waiver proposed pursuant to this Article is
authorized or permitted by this



                                       35


Indenture. Subject to the preceding sentence, the Trustee shall sign such
amendment or waiver 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.

                                   ARTICLE 10
                                  MISCELLANEOUS

SECTION 10.01  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 10.02  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:

               If to the Company:

                             Entercom Radio, LLC
                             c/o Entercom Communications Corp.
                             401 City Avenue, Suite 409
                             Bala Cynwyd, Pennsylvania 19004
                             Attention:  __________________
                             Telephone:  _________________
                             Facsimile:   _________________



               If to the Trustee:

                         _____________________
                         _____________________
                         _____________________
                         Attention: ____________________
                         Telephone: ____________________
                         Facsimile: ____________________

               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



                                       36


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 to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder 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.

               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 10.03  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 10.04  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 stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

               (b)     an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent have been complied with.

SECTION 10.05  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 for in Section 4.03 hereof) 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


                                       37


                       (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.

SECTION 10.06  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 10.07  LEGAL HOLIDAYS.

               A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions in New York, New York or Los Angeles, California, are not
required to be open. 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 10.08  NO RECOURSE AGAINST OTHERS.

               A past, present or future director, officer, employee,
stockholder or incorporator, as such, of the Company or any successor Person
shall not have any liability for any obligations of the Company under any series
of Securities, 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 10.09  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 10.10  GOVERNING LAW.

               The internal laws of the State of New York shall govern this
Indenture and the Securities, without regard to the conflict of laws provisions
thereof.

SECTION 10.11  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 10.12  EFFECT OF HEADINGS, TABLE OF CONTENTS, ETC.

                                       38


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

SECTION 10.13  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.

SECTION 10.14  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. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.



                            [Signature Page Follows]



                                       39


               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
                                            ENTERCOM CAPITAL, INC.

                                            BY:
                                                   -----------------------------
                                                   Name:
                                                   Title:




                                            --------------------,
                                            as Trustee


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

EX-5.1

                                                                     EXHIBIT 5.1

                        [LETTERHEAD OF ENTERCOM COMMUNICATIONS CORP.]

                                      February ___, 2002

Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004

        Re:    $250 Million Aggregate Offering Price of
               Class A Common Stock and Preferred Stock
               of Entercom Communications Corp.

Ladies and Gentlemen:

        I am the Executive Vice President, Secretary and General Counsel of
Entercom Communications Corp., a Pennsylvania corporation (the "Company"), a
full time employee of the Company and a licensed attorney in the Commonwealth
of Pennsylvania. In connection with the registration statement on Form S-3 (the
"Registration Statement") expected to be filed by Entercom, Entercom Radio,
LLC, a Delaware limited liability company ("Entercom Radio") and Entercom
Capital, Inc., a Delaware corporation ("Entercom Capital") and certain of
Entercom's direct or indirect subsidiaries which are co-registrants on the
Registration Statement (together with Entercom, Entercom Radio and Entercom
Capital, the "Co-Registrants") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), you have
requested my opinion with respect to the matters set forth below.

        You have provided me with a draft of the Registration Statement in the
form in which it will be filed, which includes the prospectus (the
"Prospectus"). The Prospectus provides that it will be supplemented in the
future by one or more supplements to the Prospectus (each a "Prospectus
Supplement"). The Prospectus, as supplemented by various Prospectus Supplements,
will provide for the registration of up to $500 million aggregate offering price
by (i) Entercom of (a) shares of Class A common stock, par value $0.01 per share
(the "Class A Common Stock"), or (b) one or more series of preferred stock, par
value $0.01 per share (the "Preferred Stock"), and (ii) Entercom Radio of one or
more series of debt securities (the "Debt Securities") which will be guaranteed
by Entercom and may be guaranteed by one or more of the Co-Registrants
(collectively, the "Guarantees"). The Debt Securities may be co-issued by
Entercom Capital.

        In my capacity as your counsel in connection with such registration, I
am familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization and issuance of the Class A Common Stock
and Preferred Stock, and for the purposes of this opinion, have assumed that
such proceedings will be timely completed in the manner presently proposed and
that the terms of each issuance will otherwise be in compliance with law. In
addition, I have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to my satisfaction of such documents, corporate records and
instruments, as I have deemed necessary or appropriate for purposes of this
opinion.





        In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies.

        I am opining herein as to the effect on the subject transaction(s) only
of the internal laws of the Commonwealth of Pennsylvania, and I express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or as to any matters of municipal law or the laws
of any agencies within any state. Various issues concerning the Debt Securities
and the Guarantees are addressed in the opinion of Latham & Watkins, special
counsel to the Company, which has been provided to you separately, and I express
no opinion with respect to the matters addressed therein.

        Subject to the foregoing and the other matters set forth herein, it is
my opinion that as of the date hereof:

        1.     When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and upon
adoption by the Board of Directors of the Company, or a duly formed committee
thereof, of a resolution in form and content as required by applicable law and
upon issuance and delivery of and payment of legal consideration in excess of
the par value thereof for such shares of Class A Common Stock in the manner
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and by such resolution, and assuming that (i) the terms
of such shares of Class A Common Stock as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) at the time of issuance of such shares of Class A
Common Stock, the Company has a sufficient number of authorized but unissued
shares of Class A Common Stock under the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation"), and (iii)
such shares of Class A Common Stock as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, such shares of Class A Common Stock will be validly issued, fully
paid and nonassessable.

        2.     When (i) the Registration Statement and any required
post-effective amendments thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and (ii) a series of Preferred Stock has been duly established in accordance
with the terms of the Certificate of Incorporation and applicable law, and upon
adoption by the Board of Directors of the Company, or a duly formed committee
thereof, of a resolution in form and content as required by applicable law and
upon issuance and delivery of and payment of legal consideration in excess of
the par value thereof for such shares of such series of Preferred Stock in the
manner contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s) and by such resolution, and assuming that (a)
the terms of such shares of such series of Preferred Stock as executed and
delivered are as described in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), (b) at the time of issuance of such shares of
such series of Preferred Stock, the Company has a sufficient number of
authorized but unissued shares of Preferred Stock under the Certificate of
Incorporation, and (c) such shares of such series of Preferred Stock as executed
and delivered comply with all requirements and restrictions, if any, applicable
to the Company,

                                       2


whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company, such shares of such series of Preferred Stock
will be validly issued, fully paid and nonassessable.

        I consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to my name under the caption "Legal Matters" in
the Prospectus included therein.



                                            Very truly yours,


                                            /s/ John C. Donlevie
                                            ------------------------------------
                                            John C. Donlevie, Esq.
                                            Executive Vice President, Secretary
                                            and General Counsel of Entercom
                                            Communications Corp.


                                       3

EX-5.2

                                                                     EXHIBIT 5.2

                        [LETTERHEAD OF LATHAM & WATKINS]

                                February __, 2002

Entercom Communications Corp.
Entercom Radio, LLC
Entercom Capital, Inc.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004

        Re:     $250 Million Aggregate Offering Price of Debt
                Securities of Entercom Radio, LLC

Ladies and Gentlemen:

        In connection with the registration statement on Form S-3 (the
"Registration Statement") filed on February 11, 2002, by Entercom Communications
Corp., a Pennsylvania corporation ("Entercom"), Entercom Radio, LLC, a Delaware
limited liability company ("Entercom Radio"), Entercom Capital, Inc., a Delaware
corporation ("Entercom Capital") and certain of Entercom's direct or indirect
subsidiaries which are co-registrants on the Registration Statement (the
"Co-Registrants") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), you have requested
our opinion with respect to the matters set forth below.

        You have provided us with a draft of the Registration Statement in the
form in which it will be filed, which includes the prospectus (the
"Prospectus"). The Prospectus provides that it will be supplemented in the
future by one or more supplements to the Prospectus (each a "Prospectus
Supplement"). The Prospectus, as supplemented by various Prospectus Supplements,
will provide for the registration by (i) Entercom of up to $250 million
aggregate offering price of (a) shares of Class A common stock, par value $0.01
per share (the "Class A Common Stock") and (b) one or more series of preferred
stock, par value $0.01 per share (the "Preferred Stock"), and (ii) by Entercom
Radio of up to $250 million aggregate offering price of one or more series of
debt securities (the "Debt Securities"), which will be guaranteed by Entercom
(the "Entercom Guarantee") and may be guaranteed by one or more of the
Co-Registrants (collectively, the "Subsidiary Guarantees"). The Debt Securities
will be the joint and several obligation of Entercom Capital as co-issuer.
References herein to the term "Issuers" shall refer to Entercom Radio and
Entercom Capital. The Debt Securities, the Entercom Guarantee and any
Subsidiary Guarantee will be issued pursuant to an indenture by and among the
Issuers, Entercom and one or more of the Co-Registrants, as guarantors, and a
financial institution to be identified therein, as trustee (the "Trustee"), in
the form attached as Exhibit 4.3 to the Registration Statement, as such
indenture may be supplemented from time to time (the "Indenture").

        In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Issuers and the Co-Registrants in connection with the authorization
and issuance of the Debt Securities and the





Guarantees, respectively, and for the purposes of this opinion, have assumed
that such proceedings will be timely completed in the manner presently proposed
and that the terms of each issuance will otherwise be in compliance with law. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.

        In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.

        We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of New York, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state. Various issues concerning the Class A Common
Stock and the Preferred Stock are addressed in the opinion of John C. Donlevie,
Executive Vice President, Secretary and General Counsel of Entercom, which has
been provided to you separately, and we express no opinion with respect to the
matters addressed therein.

        Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:

        1.      When (i) the Indenture has been duly authorized, executed and
delivered by each Issuer, and (ii) the Debt Securities have been duly
established in accordance with the Indenture and applicable law, duly
authenticated by the Trustee and duly executed and delivered on behalf of each
Issuer against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the applicable Prospectus Supplement(s), and (iii) the Registration
Statement and any required post-effective amendments thereto and any and all
Prospectus Supplement(s) required by applicable laws have all become effective
under the Securities Act, and (iv) assuming that (a) the terms of the Debt
Securities as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), (b) the Debt
Securities as executed and delivered do not violate any law applicable to
either Issuer or result in a default under or breach of any agreement or
instrument binding upon either Issuer, and (c) the Debt Securities as executed
and delivered comply with all requirements and restrictions, if any, applicable
to each Issuer, whether imposed by any court or governmental or regulatory body
having jurisdiction over either Issuer, the Debt Securities will constitute
legally valid and binding obligations of either Issuer, enforceable against
each Issuer in accordance with their terms.

        2.      When (i) the Indenture has been duly authorized, executed and
delivered by each Issuer and Entercom, and (ii) the Entercom Guarantee and the
related Debt Securities have been duly established in accordance with the
Indenture and applicable law, and such Entercom Guarantee has been duly executed
and delivered by Entercom in accordance with the Indenture and as contemplated
by the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and the Debt Securities have been duly authenticated by the
Trustee, duly executed and delivered against payment therefor in accordance with
the terms and provisions of the Indenture and as contemplated by the
Registration Statement, the Prospectus and the related


                                       2


Prospectus Supplement(s), and (iii) the Registration Statement and any required
post-effective amendments thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and (iv) assuming that (a) the terms of the Debt Securities and the Entercom
Guarantee as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), (b) the
terms of the Entercom Guarantee as executed and delivered do not violate any
law applicable to Entercom or, result in a default under or breach of any
agreement or instrument binding upon Entercom, (c) the Indenture complies with
all requirements and restrictions, if any, applicable to Entercom, whether
imposed by any court or governmental or regulatory body having jurisdiction
over Entercom, and (d) the Debt Securities and the Entercom Guarantee are then
issued and sold as contemplated in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), the Entercom Guarantee will
constitute a legally valid and binding obligation of Entercom, enforceable
against Entercom in accordance with its terms.

        3.      When (i) the Indenture has been duly authorized, executed and
delivered by each Issuer and any Co-Registrant delivering a Subsidiary
Guarantee of Debt Securities (a "Subsidiary Guarantor"), and (ii) such
Subsidiary Guarantee and the related Debt Securities have been duly established
in accordance with the Indenture and applicable law, and such Subsidiary
Guarantee has been duly executed and delivered by such Subsidiary Guarantor in
accordance with the Indenture and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and the
Debt Securities have been duly authenticated by the Trustee, duly executed and
delivered against payment therefor in accordance with the terms and provisions
of the Indenture and as contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), and (iii) the Registration
Statement and any required post-effective amendments thereto and any and all
Prospectus Supplement(s) required by applicable laws have all become effective
under the Securities Act, and (iv) assuming that (a) the terms of the Debt
Securities and the Subsidiary Guarantee as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (b) the terms of the Subsidiary Guarantee as executed
and delivered do not violate any law applicable to such Subsidiary Guarantor
or, result in a default under or breach of any agreement or instrument binding
upon such Subsidiary Guarantor, (c) the Indenture complies with all
requirements and restrictions, if any, applicable to any Subsidiary Guarantor,
whether imposed by any court or governmental or regulatory body having
jurisdiction over any Subsidiary Guarantor, and (d) the Debt Securities and the
Subsidiary Guarantee are then issued and sold as contemplated in the
Registration Statement, the Prospectus and the related Prospectus
Supplement(s), such Subsidiary Guarantees will constitute a legally valid and
binding obligation of each Subsidiary Guarantor, enforceable against each
Subsidiary Guarantor in accordance with its terms.

        The opinions set forth above relating to the enforceability of the Debt
Securities, the Entercom Guarantee and the Subsidiary Guarantees are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights or remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; and (iii) we express
no opinion with respect to whether acceleration of Debt Securities may affect
the collectibility of that portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon.


                                       3



        To the extent that the obligations of either Issuer, Entercom or the
Co-Registrants under the Indenture may be dependent on such matters, we assume
for purposes of this opinion that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes the legally valid, binding
and enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, generally and with
respect to acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.

        We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included therein.



                                        Very truly yours,

                                        /s/ Latham & Watkins


                                       4

EX-12.1

                                                                    EXHIBIT 12.1

ENTERCOM COMMUNICATIONS CORP.

Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends




                                                           Fiscal Year Ended                  Fiscal Year Ended
                                                             September 30,                      December 31,
                                                        -----------------------   ----------------------------------------
                                                           1997        1998          1999           2000          2001
                                                        -----------  ----------   ------------  -------------  -----------
                                                                                                
FIXED CHARGES:
Interest expense                                          $ 11,388    $ 14,663       $ 11,182       $ 37,760     $ 27,583
Interest expense on TIDES                                        -           -          1,845          7,813        7,813
Amortization of deferred financing costs                       592         453            320            859          865
Rental expense interest factor (1)                             660         840          1,249          2,083        2,374
                                                        -----------  ----------   ------------  -------------  -----------
Total fixed charges                                       $ 12,640    $ 15,956       $ 14,596       $ 48,515     $ 38,635
                                                        ===========  ==========   ============  =============  ===========

EARNINGS:
Income before income taxes, extraordinary items
   and accounting changes                                 $177,259     $ 9,892       $ 40,954       $ 79,050     $ 30,028
Loss on equity investment                                        -           -              -          1,100        4,706
Fixed charges                                               12,640      15,956         14,596         48,515       38,635
                                                        -----------  ----------   ------------  -------------  -----------
Total earnings                                            $189,899    $ 25,848       $ 55,550      $ 128,665     $ 73,369
                                                        ===========  ==========   ============  =============  ===========

RATIO OF EARNINGS TO FIXED CHARGES:
Earnings                                                  $189,899    $ 25,848       $ 55,550      $ 128,665     $ 73,369
Fixed charges                                               12,640      15,956         14,596         48,515       38,635
Ratio                                                        15.02        1.62           3.81           2.65         1.90

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS:
Earnings                                                  $189,899    $ 25,848       $ 55,550      $ 128,665     $ 73,369
Fixed charges                                             $ 12,640    $ 15,956       $ 14,596      $  48,515     $ 38,635
Preferred stock dividends                                 $      -    $      -       $      -      $       -     $      -
Ratio                                                        15.02        1.62           3.81           2.65         1.90



(1) Represents the component of rent expense believed by Management to be
representative of the interest factor (one-third of rent expense).

EX-23.1

EXHIBIT 23.1

CONSENT OF ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 1, 2002
(except with respect to the matter discussed in Note 17, as to which the date
is February 6, 2002) in the Entercom Communications Corp. Form 10-K for the
year ended December 31, 2001, and to all references to our Firm in this
registration statement.

/s/ ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania

February 7, 2002

EX-23.2

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Entercom Communications Corp. on Form S-3 of our report dated February 14, 2001,
appearing in the Annual Report on Form 10-K of Entercom Communications Corp. for
the year ended December 31, 2001 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
February 7, 2002