ENTERCOM COMMUNICATIONS CORP, S-1, 1999-09-10

ENTERCOM COMMUNICATIONS CORP
S-1, 1999-09-10
RADIO BROADCASTING STATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

<TABLE>
<S> <C> <C> <C>
ENTERCOM COMMUNICATIONS CORP. PENNSYLVANIA 4832 23-1701044
ENTERCOM COMMUNICATIONS CAPITAL TRUST DELAWARE 4832 TO BE APPLIED FOR
(Exact Name of Registrant as Specified (State or Other (Primary (I.R.S. Employer
in its Charter) Jurisdiction of Standard Identification
Incorporation or Industrial Number)
Organization) Classification
Code Number)
</TABLE>

401 CITY AVENUE, SUITE 409
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-5610
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)

JOSEPH M. FIELD
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
ENTERCOM COMMUNICATIONS CORP.
401 CITY AVENUE, SUITE 409
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-5610
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:

<TABLE>
<S> <C> <C>
JOHN D. WATSON, JR., ESQ. JOHN C. DONLEVIE, ESQ. JEREMY W. DICKENS, ESQ.
LATHAM & WATKINS EXECUTIVE VICE PRESIDENT, WEIL, GOTSHAL & MANGES LLP
1001 PENNSYLVANIA AVE., N.W. SECRETARY AND GENERAL COUNSEL 767 FIFTH AVENUE
SUITE 1300 ENTERCOM COMMUNICATIONS CORP. NEW YORK, NEW YORK 10153
WASHINGTON, D.C. 20004 401 CITY AVENUE, SUITE 409 (212) 310-8000
(202) 637-2200 BALA CYNWYD, PENNSYLVANIA 19004 (610)
660-5610
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this registration statement becomes effective.

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, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) SECURITY(2) PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
% Convertible Preferred Securities, Term Income
Deferrable Equity Securities (TIDES)(SM)............ 3,450,000 $50.00(2)(3) $172,500,000 $47,955
- --------------------------------------------------------------------------------------------------------------------------------
% Convertible Subordinated Debentures due 2014
of Entercom Communications Corp. ................... (4) (4) (4) --
- --------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $.01 per share of
Entercom Communications Corp. ...................... (5) (5) (5) (5)
- --------------------------------------------------------------------------------------------------------------------------------
Preferred Securities Guarantee issued by Entercom
Communications Corp. ............................... (6) (6) (6) (6)
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Total............................................. 3,450,000 100% $172,500,000 $47,955
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- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes 450,000 TIDES which the underwriters have the option to purchase
solely to cover over-allotments.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act, as amended, based on the
average high and low sales of the Class A common stock on the New York Stock
Exchange on September , 1999.
(3) Exclusive of accrued interest and distributions, if any.
(4) Up to $172,500,000 in aggregate principal amount of % Convertible
Subordinated Debentures due 2014 of Entercom Communications Corp. may be
issued and sold to Entercom Communications Capital Trust in connection with
the issuance by the trust of up to 3,450,000 of its % Convertible
Preferred Securities. The convertible debentures may be distributed, under
certain circumstances, to the holders of the TIDES for no additional
consideration.
(5) The TIDES are convertible into the convertible debentures, which are
convertible into Class A common stock, par value $.01 per share, of
Entercom. Each TIDES is estimated to be initially convertible into
shares of Class A common stock, subject to adjustment under certain
circumstances. The actual number of shares of Class A common stock into
which the TIDES will be convertible will not be determined until the time of
pricing of the offering. Shares of Class A common stock will be issued upon
the conversion of the TIDES without the payment of additional consideration.
(6) Includes the rights of the holders of the TIDES under the TIDES guarantee.
No separate consideration will be received for the TIDES guarantee.

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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2

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 SEPTEMBER 10, 1999

3,000,000 TIDES(SM)

ENTERCOM COMMUNICATIONS CAPITAL TRUST

% Convertible Preferred Securities
Term Income Deferrable Equity Securities (TIDES)(SM*)
(liquidation amount $50 per each of the TIDES)
guaranteed to the extent described by,
and convertible into Class A common stock of,

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

The % Convertible Preferred Securities, Term Income Deferrable Equity
Securities (TIDES)(SM) or TIDES(SM) represent undivided preferred beneficial
ownership interests in the assets of Entercom Communications Capital Trust.
Subject to the deferral provisions described in this prospectus, the trust will
pay distributions on the TIDES on each March 31, June 30, September 30 and
December 31. The trust will make the first distribution on December 31, 1999.
Entercom Communications Corp. may redeem the TIDES at any time after October 3,
2002.

Entercom will own all the common securities issued by the trust. The trust
exists for the sole purpose of issuing the common securities and the TIDES and
using the proceeds to purchase the % Convertible Subordinated Debentures due
2014 from Entercom.

Each TIDES is initially convertible into shares of Entercom's Class A
common stock at the rate of shares of Class A common stock for
each TIDES (equivalent to a conversion price of $ per share of Class A
common stock). Entercom's Class A common stock is traded on The New York Stock
Exchange under the symbol "ETM." On September 8, 1999, the last reported sale
price of the Class A common stock was $37.94 per share.

The underwriters have an option to purchase a maximum of 450,000 additional
TIDES to cover over-allotments of TIDES.

We do not intend to list the TIDES on The New York Stock Exchange, any
other national securities exchange or The Nasdaq Stock Market's National Market.

Concurrently with this offering, Entercom is selling up to 8,000,000 shares
of Class A common stock, and the selling shareholders are selling up to
1,500,000 shares of Class A common stock, by means of a separate prospectus.
This offering and the Class A common stock offering are not contingent on each
other.

INVESTING IN THE TIDES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 15.

<TABLE>
<CAPTION>
PROCEEDS
PRICE TO UNDERWRITING TO THE
PUBLIC COMMISSIONS TRUST(1)
---------------- ---------------- ----------------
<S> <C> <C> <C>
Per each of the TIDES................................ $50 (2) $50
Total................................................ $150,000,000 (2) $150,000,000
</TABLE>

(1) Plus accrued distributions, if any, from , 1999.
(2) Entercom has agreed to pay a commission to the underwriters of $ per
TIDES or $ in the aggregate.

Delivery of the TIDES will be made on or about , 1999.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

* The terms Term Income Deferrable Equity Securities (TIDES)(SM) and TIDES(SM)
are registered service marks of Credit Suisse First Boston Corporation.

CREDIT SUISSE FIRST BOSTON
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANC ALEX. BROWN
The date of this prospectus is , 1999.
<PAGE> 3

[Map of the United States, identifying the cities in which we have stations
and the stations within those cities.]
<PAGE> 4

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TABLE OF CONTENTS

<TABLE>
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Page
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<S> <C>
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS..... ii
PROSPECTUS SUMMARY............... 1
RISK FACTORS..................... 15
USE OF PROCEEDS.................. 26
DIVIDEND POLICY.................. 26
PRICE RANGE OF OUR CLASS A COMMON
STOCK.......................... 27
CAPITALIZATION................... 28
ACCOUNTING TREATMENT............. 29
RATIO OF EARNINGS TO FIXED
CHARGES........................ 29
COMPLETED AND PENDING
TRANSACTIONS................... 30
UNAUDITED PRO FORMA FINANCIAL
INFORMATION.................... 32
SELECTED HISTORICAL FINANCIAL
DATA........................... 44
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...... 47
INFORMATION ABOUT STATION AND
MARKET DATA.................... 60
BUSINESS......................... 61
THE SINCLAIR ACQUISITION......... 78
MANAGEMENT....................... 81
</TABLE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
CERTAIN TRANSACTIONS............. 87
PRINCIPAL AND SELLING
SHAREHOLDERS................... 88
ENTERCOM COMMUNICATIONS CAPITAL
TRUST.......................... 90
DESCRIPTION OF TIDES............. 91
DESCRIPTION OF CONVERTIBLE
SUBORDINATED DEBENTURES........ 113
DESCRIPTION OF GUARANTEE......... 125
RELATIONSHIP AMONG THE TIDES, THE
CONVERTIBLE SUBORDINATED
DEBENTURES AND THE GUARANTEE... 128
UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES................... 130
DESCRIPTION OF CAPITAL STOCK..... 134
SHARES ELIGIBLE FOR FUTURE SALE.. 139
UNDERWRITING..................... 140
NOTICE TO CANADIAN RESIDENTS..... 142
LEGAL MATTERS.................... 144
EXPERTS.......................... 144
WHERE YOU CAN FIND MORE
INFORMATION.................... 145
INDEX TO FINANCIAL
STATEMENTS..................... F-1
</TABLE>

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

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

i
<PAGE> 5

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information included in this prospectus may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934. Forward-looking statements are not
statements of historical facts, but rather reflect our current expectations
concerning future results and events. We use the words "believes," "expects,"
"intends," "plans," "anticipates," "likely," "will" and similar expressions to
identify forward-looking statements. These forward-looking statements are
subject to risks, uncertainties and other factors, some of which are beyond our
control, that could cause actual results to differ materially from those
forecast or anticipated in such forward-looking statements.

These risks, uncertainties and factors include, but are not limited to:

- the possibility that our acquisition of the 46 radio stations from
various subsidiaries of Sinclair Broadcast Group, Inc. will not be
consummated;

- the risks associated with our acquisition strategy generally;

- the highly competitive nature of, and uncertain effect of new
technologies on, the radio broadcasting industry;

- our continued control by Joseph M. Field and members of his immediate
family;

- our vulnerability to changes in federal legislation or regulatory policy;

- the trust's inability to make distributions on the TIDES as a result of
our inability to make interest payments on the convertible subordinated
debentures due to a default on our senior secured debt or otherwise;

- our structure as a holding company, which limits our ability to access
the cash flows and assets of our subsidiaires;

- the possibility that you may have to pay taxes on interest prior to your
receipt of distributions from the trust; and

- the other factors described in "Risk Factors."

You should not place undue reliance on these forward-looking statements,
which reflect our view only as of the date of this prospectus. We undertake no
obligation to update these statements or publicly release the result of any
revisions to these statements to reflect events or circumstances after the date
of this prospectus or to reflect the occurrence of unanticipated events.

ii
<PAGE> 6

PROSPECTUS SUMMARY

This summary only highlights information contained elsewhere in this
prospectus. You should read the entire prospectus carefully. Unless we indicate
otherwise, information in this prospectus assumes the underwriters will not
exercise their over-allotment option. You should refer to the introductions to
"-- Summary Historical Financial Data" and "Selected Historical Financial Data"
for the meanings of some of the financial terms used in this prospectus. You
should also refer to the introduction to "Unaudited Pro Forma Financial
Information" for a description of the assumptions and adjustments used in the
calculation of pro forma financial information. Unless the context requires
otherwise, "Entercom," "We," "Us," "Our" or similar terms refer to Entercom
Communications Corp. and its consolidated subsidiaries, excluding Entercom
Communications Capital Trust. However, in the descriptions of the TIDES, the
debentures, the guarantee, the trust and related matters, these terms refer
solely to Entercom Communications Corp. and not any of its consolidated
subsidiaries.

ENTERCOM COMMUNICATIONS CORP.

We are the fifth largest radio broadcasting company in the United States
based on pro forma 1998 gross revenues. We have assembled, after giving effect
to our pending acquisition of 46 stations from various subsidiaries of Sinclair
Broadcast Group, Inc., a nationwide portfolio of 88 owned or operated stations.
This portfolio consists of 56 FM and 32 AM stations in 16 markets, including 12
of the country's top 50 markets. Our station groups rank among the three largest
clusters, based on gross revenues, in 15 of our 16 markets. On a pro forma
basis, we would have had net revenues of $301.9 million, operating income of
$51.2 million and pro forma income before extraordinary item of $0.5 million for
the twelve months ended June 30, 1999. In addition, pro forma broadcast cash
flow during the same period would have been $107.7 million.

Our net revenues and broadcast cash flow have grown significantly on both a
total and same station basis. Net revenues grew at a compound annual rate of
96.8% from an actual $35.9 million in fiscal 1995 to a pro forma $273.8 million
in fiscal 1998. Broadcast cash flow grew at a compound annual rate of 98.0% from
an actual $11.8 million in fiscal 1995 to a pro forma $91.6 million in fiscal
1998. During this same period, our same station net revenues and broadcast cash
flow grew at average annual rates of 15.0% and 36.4%, respectively. In addition,
our pro forma after-tax cash flow grew at a compound annual rate of 126.2% from
an actual $4.5 million in fiscal 1995 to a pro forma $52.1 million in fiscal
1998.

SINCLAIR ACQUISITION

In August 1999, we agreed with Sinclair to purchase 46 radio stations, 15
AM and 31 FM, in nine markets, including seven of the country's top 50 markets.
The purchase price for the Sinclair acquisition is $824.5 million. In connection
with the Sinclair acquisition, federal broadcasting regulations will require us
to divest three stations in the Kansas City market where we already own seven
stations. To comply with these regulations, we plan to swap three Kansas City
stations for stations in other markets, or if we are unable to do so, we will
sell three stations for cash or pursue a combination of swaps and sales. As a
result of the required Kansas City dispositions, our portfolio of stations could
be reduced to 85. We expect to consummate the Sinclair acquisition in the last
quarter of 1999; however, we cannot assure you that we will be able to do so.

As a result of the Sinclair acquisition, we will serve eight new markets,
six of which are new top 50 markets. These eight new markets will complement our
current station portfolio by greatly increasing its diversity and national
reach. Due to this increased diversity, we will have reduced significantly our
reliance on any single market. Furthermore, we believe that many of the Sinclair
radio stations are underdeveloped and offer substantial growth potential.
1
<PAGE> 7

OUR STATION PORTFOLIO

Our current portfolio of stations includes a significant number of recently
acquired stations that we believe are underdeveloped. We believe that these
underdeveloped stations offer the opportunity for substantial broadcast cash
flow growth. In the aggregate, the 33 stations which we commenced operating on
or after January 1, 1997 operated at a broadcast cash flow margin of 27.4%
during the twelve months ended June 30, 1999. By comparison, in the aggregate,
the nine stations which we commenced operating prior to 1997 operated at a
broadcast cash flow margin of 48.2% during the twelve months ended June 30,
1999.

The following table sets forth selected information about the markets where
we operate and where we expect to operate following the Sinclair acquisition.
The Sinclair markets are denoted with an asterisk (*) except for the Kansas City
market where we expect to acquire four additional stations. However, the table
does not give effect to the required disposition of three stations in Kansas
City which we are seeking to swap for stations in other markets. Giving effect
to this disposition, our pro forma 1998 market revenue share in Kansas City will
decline, although we believe that our pro forma 1998 market revenue rank will
remain unchanged. You should refer to the "Business" section for further
information about our station portfolio.

<TABLE>
<CAPTION>
1998
1998 MARKET RANK ENTERCOM
-------------------- 1993-1998 ENTERCOM MARKET
RADIO MARKET STATIONS REVENUE
METRO RADIO AVERAGE ---------- ------------
MARKET POPULATION REVENUE REVENUE GROWTH FM AM SHARE RANK
- ------ ---------- ------- -------------- --- --- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Boston, MA.............. 8 10 14.1% 2 3 17.3% 3
Seattle, WA............. 14 13 11.9 5 3 37.8 1
Portland, OR............ 25 20 13.3 4 3 26.5 3
Sacramento, CA.......... 28 28 5.9 4 1 18.1 3
Kansas City, MO......... 30 29 12.5 7 4 n/a 1
Milwaukee, WI*.......... 31 33 8.3 2 1 8.7 5
Norfolk, VA*............ 36 44 4.0 4 0 26.8 1
New Orleans, LA*........ 41 39 8.9 4 2 41.9 1
Greensboro, NC*......... 42 50 10.9 3 1 24.2 2
Buffalo, NY*............ 43 41 9.0 2 4 38.8 1
Memphis, TN*............ 46 40 10.1 2 1 20.1 2
Rochester, NY........... 50 55 8.9 3 1 21.4 3
Greenville/Spartanburg,
SC*................... 58 61 7.9 4 3 23.8 3
Wilkes-Barre/Scranton,
PA*................... 64 69 7.7 6 3 38.6 1
Gainesville/Ocala, FL... 98 124 7.5 2 0 20.8 2
Longview/Kelso, WA...... n/a n/a n/a 2 2 n/a n/a
--- ---
All Markets........... 56 32
</TABLE>

2
<PAGE> 8

OUR ACQUISITION STRATEGY

Since October 1, 1996, in over 20 transactions including the Sinclair
acquisition, which we expect to consummate in the last quarter of 1999, we have
acquired or agreed to acquire 83 radio stations and have divested or will
divest, for strategic or regulatory reasons, 14 radio stations. 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, administrative
and engineering expertise. Although our focus has been on radio stations in top
50 markets, we also consider acquiring stations in top 75 markets to the extent
we believe we can apply our acquisition strategy in those markets.

OUR OPERATING STRATEGY

The principal components of our operating strategy are to:

- DEVELOP MARKET LEADING STATION CLUSTERS. To enhance our competitive
position, we strategically align our stations' formats and sales efforts
within each market in an effort to optimize their performance, both
individually and collectively. We seek to maximize the ratings, revenue
and broadcast cash flow of our radio stations by tailoring their
programming to optimize aggregate audience delivery.

- ACQUIRE AND DEVELOP UNDERPERFORMING STATIONS. We seek to acquire and
develop underperforming stations, which has enabled us to build a
long-term track record of achieving superior same station revenue and
broadcast cash flow growth.

- BUILD STRONGLY-BRANDED FRANCHISES. We analyze market research and
competitive factors to identify the format opportunity, music selection
and rotation, presentation and other key programming attributes that we
believe will best position each station to develop a distinctive identity
and to strengthen the stations' local "brand" or "franchise" value.

- LEVERAGE STATION CLUSTERS TO CAPTURE GREATER SHARE OF ADVERTISING
REVENUE. We believe radio will continue to gain revenue share from other
media as a result of deregulation in the broadcasting industry, which
allows broadcasters to create larger clusters in their markets and offers
advertisers a means to cost-effectively reach larger audiences. We have
begun to capitalize on this opportunity by developing specialized teams
in many of our markets to work with non-traditional radio advertisers to
create and develop marketing programs and solutions.

- MAXIMIZE TECHNICAL CAPABILITIES. We seek to operate stations with the
strongest signals in their respective markets. In addition, on various
occasions we have identified opportunities to upgrade low-powered or
out-of-market stations and transform them into competitive signals, thus
increasing their value significantly. For example, we recently sold our
two Tampa FM stations, which we had purchased for an aggregate of $4.9
million, for $75.0 million after upgrading their license classes.

CONCURRENT FINANCING

Concurrently with this offering, we are selling 8,000,000 shares of Class A
common stock, and the selling shareholders are selling 1,500,000 shares of Class
A common stock, by means of a separate prospectus. In addition, we have granted
the underwriters an option to purchase from us a maximum of 1,425,000 additional
shares of Class A common stock to cover over-allotments of shares. This offering
and the Class A common stock offering are not contingent on each other.

In addition, we are seeking to replace or amend our current credit facility
to permit consummation of the Sinclair acquisition and to significantly expand
our borrowing capacity. Entercom Communications Corp., the parent company, is
currently the borrower under our current credit facility, and our subsidiaries
guarantee Entercom's obligations. When we enter into an amended or replacement
credit facility, we expect that a newly formed subsidiary will become the
borrower under this facility and that all of our station-operating subsidiaries
will become subsidiaries of this entity and guarantee its obligations. We also
expect that Entercom will guarantee those obligations on a senior secured basis.

We intend to use the net proceeds from this offering and the Class A common
stock offering, together with cash on hand and proceeds from our amended or
replacement credit facility, to finance the Sinclair acquisition.

THE TRUST

Entercom Communications Capital Trust is a recently created Delaware
business trust. The trust will issue TIDES to the public and common securities
to us. The trust will use the proceeds of those issuances to buy Entercom's
% Convertible Subordinated Debentures due 2014. We will, on a subordinated
basis, fully and unconditionally guarantee all of the trust's obligations under
the TIDES.

For financial reporting purposes, we will treat the trust as one of our
subsidiaries. Accordingly, we will include the accounts of the trust in our
consolidated financial statements. We will present the TIDES as a separate line
item in our consolidated balance sheet entitled "Entercom-obligated mandatorily
redeemable convertible preferred securities of Entercom Communications Capital
Trust," and we will include appropriate disclosures about the TIDES in the notes
to our consolidated financial statements. For financial reporting purposes, we
will record distributions payable on the TIDES as a financing charge to earnings
in our consolidated statement of income.

OUR PRINCIPAL EXECUTIVE OFFICES

Our principal executive offices are located at 401 City Avenue, Suite 409,
Bala Cynwyd, Pennsylvania 19004. Our telephone number is (610) 660-5610, and our
internet website address on the world wide web is www.entercom.com. The contents
of our website are not part of this prospectus.

The trust's place of business and telephone number are the principal
executive offices and telephone number of Entercom.
4
<PAGE> 10

THE OFFERING

Issuer.......................... Entercom Communications Capital Trust.
Substantially all of the assets of the
trust will consist of Entercom's %
Convertible Subordinated Debentures due
2014. We will own 100% of the outstanding
common securities of the trust.

Securities Offered.............. 3,000,000 TIDES. Additionally, we and the
trust have granted the underwriters an
option for 30 days after the consummation of
this offering to purchase up to an
additional 450,000 TIDES at the initial
offering price plus accrued distributions.

Distributions................... If you purchase the TIDES, the trust will
pay you, subject to the deferral provisions
described below, cumulative cash
distributions at an annual rate of % of
the stated liquidation amount of $50 per
each of the TIDES. Distributions will accrue
from the date the trust issues the TIDES,
and subject to the distribution deferral
provisions described below, the trust will
pay those distributions quarterly in arrears
on each March 31, June 30, September 30 and
December 31, commencing December 31, 1999.
Because distributions on the TIDES
constitute interest for United States
federal income tax purposes, corporate
holders of the TIDES will not be entitled to
a dividends-received deduction.

Distribution Deferral
Provisions...................... We can, on one or more occasions, defer the
interest payments due on the debentures for
up to 20 consecutive quarters unless an
event of default under the debentures has
occurred and is continuing. However, we
cannot defer interest payments beyond the
maturity date of the debentures, which is
September 30, 2014. If we defer interest
payments on the debentures, the trust will
also defer distributions on the TIDES. The
trust will be able to pay distributions on
the TIDES only if and to the extent it
receives interest payments from us on the
debentures. During any deferral period,
distributions will continue to accrue
quarterly at an annual rate of % of the
liquidation amount of $50 per TIDES. Also,
the deferred distributions will themselves
accrue interest at an annual rate of %,
to the extent permitted by law. The trust
will send you written notice of a deferral
of distributions on the TIDES not later than
ten days prior to the record date for the
related TIDES distribution.
5
<PAGE> 11

During any period in which we defer interest
payments on the debentures, we cannot:

- declare or pay any dividend on our
capital stock;

- redeem, purchase, acquire or make a
liquidation payment on any of our
capital stock; or

- make any interest, principal or
premium payment on, or repurchase or
redeem, any of our debt securities
that rank equally with or junior to
the debentures.

If an interest payment deferral occurs, you
will continue to recognize interest income
for United States federal income tax
purposes in advance of your receipt of any
corresponding cash distribution.

If you convert your TIDES during any
interest payment deferral period, you will
not receive any cash payment for any
deferred distributions.

Conversion into Class A common
stock......................... You may convert each TIDES into shares of
Class A common stock of Entercom at the
initial rate of shares of Class A
common stock for each TIDES (equivalent to
an initial conversion price of $ per
share of Class A common stock). The last
reported sale price of Entercom's Class A
common stock on The New York Stock Exchange
on September 8, 1999 was $37.94 per share.
In connection with any conversion of the
TIDES, the property trustee of the trust
will exchange those TIDES for debentures
having a principal amount equal to the
stated liquidation amount of $50 per TIDES
exchanged. The property trustee will then
immediately convert the debentures into
Entercom's Class A common stock. We will not
issue any fractional shares of Class A
common stock as a result of the conversion.
Instead, we will pay the fractional interest
in cash based on the then current market
value of our Class A common stock. Also, we
will not issue any additional shares of our
Class A common stock upon conversion of the
TIDES to pay for any deferred or accrued but
unpaid distributions on the TIDES at the
time of conversion.

Liquidation Amount.............. We, as the holder of all the common
securities of the trust, have the right at
any time to dissolve the
6
<PAGE> 12

trust. If we liquidate the trust, you will
receive, after satisfaction of liabilities
of creditors of the trust, debentures having
a principal amount equal to the liquidation
amount of the TIDES you hold.

Maturity........................ The TIDES do not have a stated maturity.
However, the trust must redeem the TIDES
upon the repayment or redemption, in whole
or in part, of the debentures. The
debentures will mature on September 30,
2014, unless earlier redeemed. Upon
redemption of the debentures on September
30, 2014, the trust will redeem the TIDES at
their liquidation amounts plus any deferred
and accrued and unpaid distributions.

Optional Redemption............. We may redeem the debentures in whole or in
part, at any time after October 3, 2002 at a
redemption price equal to % of the
principal amount of the debentures,
declining ratably to 100% of the principal
amount of the debentures after September 30,
2006, plus any deferred and accrued and
unpaid interest.

Tax Event or Investment Company
Event Redemption or
Distribution.................. Upon the occurrence of specified tax changes
affecting the trust's taxable status or the
deductibility of interest on the debentures
or changes in the law causing the trust to
be considered an investment company, we will
cause the trustees to dissolve and liquidate
the trust and, after satisfaction of
liabilities of creditors of the trust,
distribute the debentures to you. In limited
circumstances, we may redeem the debentures
in whole, but not in part, at a price equal
to the principal amount of the debentures
plus deferred and accrued and unpaid
interest, in lieu of distributing the
debentures. Upon the occurrence of certain
changes in the tax laws, we may also cause
the TIDES to remain outstanding and pay
additional amounts due on the debentures as
a result of the change.

Effect of Redemption............ Upon the repayment or redemption of any
debentures, other than following the
distribution of the debentures to you or
holders of the trust's common securities,
the trust will concurrently redeem, on a pro
rata basis, the TIDES and common securities
having a liquidation amount equal to the
principal amount of the repaid or redeemed
debentures. If an event of default exists
under the debentures or the declaration of
trust, the TIDES will receive a preference
over the trust's common securities.
7
<PAGE> 13

Guarantee....................... We will irrevocably guarantee, on a
subordinated basis and to the extent set
forth in this prospectus, the payment in
full of the following:

- distributions on the TIDES to the
extent of available trust assets;

- the amount payable upon redemption of
the TIDES to the extent of available
trust assets; and

- generally, the liquidation amount of
the TIDES to the extent of trust
assets available for distribution to
you.

The guarantee will be unsecured and
subordinate to all of our secured senior
debt, including our obligations as borrower
under our current credit facility and our
obligations as guarantor under the amended
or replacement credit facility that we are
seeking to obtain. In addition, we are
principally a holding company with
substantially no assets other than equity
interests of our subsidiaries and with
minimal operations. Accordingly, we will
depend on dividends and other distributions
from our subsidiaries in order to make the
interest payments on the debentures. Our
guarantee is effectively junior to the debt
and other liabilities of our subsidiaries,
and as a result, funds may not be available
for payment under the guarantee.

Effectively, we have, through the guarantee,
the debentures, the indenture governing the
debentures and the trust's declaration of
trust, taken together, fully, irrevocably
and unconditionally guaranteed all of the
trust's obligations under the TIDES. No
single document standing alone or operating
in conjunction with fewer than all of the
other documents constitutes a full
guarantee. It is only the combined operation
of these documents that has the effect of
providing a full, irrevocable and
unconditional guarantee of the trust's
obligations under the TIDES.

Liquidation of the Trust........ We, as the holder of the trust's common
securities, have the right at any time to
dissolve the trust, subject to specified
conditions. If we dissolve the trust, after
satisfaction of liabilities to creditors of
the trust, you and we generally will be
entitled to receive, on a pro rata basis, an
amount equal to the liquidation amount per
TIDES or common security plus accumulated
and unpaid distributions to the
8
<PAGE> 14

date of payment, which may be in the form of
debentures in certain circumstances.

Voting Rights................... Except as required by law, you do not have
any voting rights, unless an event of
default with respect to the debentures
occurs and is continuing or we default under
the guarantee with respect to the TIDES, in
which case, you will be entitled, by
majority vote, to appoint an additional
trustee of the trust.

Ranking......................... Generally, the trust will make payments on
the TIDES pro rata with its common
securities. The debentures will be unsecured
and subordinate and junior in right of
payment to all of our secured senior
indebtedness and will rank equally with our
unsecured indebtedness and other
liabilities, including our trade payables.
At June 30, 1999, we had approximately
$166.3 million of secured senior
indebtedness on a consolidated basis. On a
pro forma basis at June 30, 1999, we would
have had approximately $554.8 million of
consolidated secured senior indebtedness. In
addition, we are principally a holding
company and the debentures are effectively
subordinated to all existing and future
liabilities of our subsidiaries.

Form of TIDES................... The TIDES will be represented by a global
certificate registered in the name of Cede &
Co., as nominee for The Depository Trust
Company.

Use of Proceeds................. The trust will use the gross proceeds from
this offering and from the issuance of the
trust's common securities to purchase the
debentures. We intend to use the net
proceeds from the sale of the debentures to
the trust to fund a portion of the total
purchase price for the Sinclair acquisition.

Absence of Market for the
TIDES........................... The TIDES will be a new issue of securities
for which there is currently no market.
Although the underwriters have informed the
trust and us that they currently intend to
make a market in the TIDES, the underwriters
are not obligated to do so, and they may
discontinue any such market making at any
time without notice. Accordingly, we cannot
assure you as to the development or
liquidity of any market for the TIDES.
9
<PAGE> 15

SUMMARY HISTORICAL FINANCIAL DATA

We have derived the summary operating data shown below for the years ended
September 30, 1996, 1997 and 1998 and the balance sheet data shown below as of
September 30, 1997 and 1998 from our audited consolidated financial statements
included elsewhere in this prospectus. We have derived the balance sheet data
shown below as of September 30, 1996 from our audited financial statements,
which are not included in this prospectus. We have derived the summary operating
data shown below for the three months ended December 31, 1997, the three month
transition period ended December 31, 1998 and the six months ended June 30, 1998
and 1999 and the balance sheet data shown below as of December 31, 1998 and June
30, 1999 from our unaudited financial statements included elsewhere in this
prospectus. We have derived the balance sheet data shown below as of December
31, 1997 and June 30, 1998 from our unaudited financial statements, which are
not included in this prospectus.

As you review the information contained in the following table and
throughout this prospectus, you should note the following:

- Historically, we operated with an October 1st to September 30th fiscal
year. Effective January 1, 1999, we changed for financial reporting
purposes from a fiscal year ending September 30th to a fiscal year ending
December 31st. Accordingly, the summary historical financial data
includes information as of, and for the three month transition period
ended, December 31, 1998 and the three months ended December 31, 1997.

- We retroactively restated our fiscal 1997 and 1998 consolidated financial
statements to reflect a $25.0 million convertible subordinated promissory
note held by an affiliate of Chase Capital Partners as an indexed debt
instrument. We determined the adjustment as of the end of each relevant
period by subtracting the sum of principal and accrued interest on the
note from the fair value of the shares of our common stock into which the
note was convertible. Immediately prior to our initial public offering in
January 1999, Chase Capital converted the note in its entirety into
2,327,500 shares of our Class A common stock and 1,995,669 shares of our
Class C common stock. Accordingly, this note is no longer outstanding.

- Before completing our initial public offering, we were a Subchapter S
corporation under the Internal Revenue Code, and accordingly, we were not
liable for federal and certain state corporate income taxes. Instead, our
shareholders included our taxable income or loss in their federal and
certain state income tax returns. Immediately before our initial public
offering, we became a C corporation, and accordingly, we are now subject
to federal and certain state corporate income taxes. The pro forma
amounts shown in the table reflect provisions for state and federal
income taxes, applied to income before income taxes and extraordinary
item, as if we had been taxed as a C corporation. These pro forma amounts
do not include the effect of the adjustment to reflect indexing of the
Chase Capital convertible subordinated note because the amount of this
adjustment is not tax deductible.

- As a result of our becoming a C corporation immediately prior to our
initial public offering, generally accepted accounting principles
required us to provide for deferred income taxes of $79.8 million to
reflect the cumulative temporary differences between book and income tax
bases of our assets and liabilities.

- For purposes of our historical financial statements, the term "pro forma"
refers solely to the adjustments necessary to reflect our status as a C
corporation rather
10
<PAGE> 16

than an S corporation. It does not refer to any of the other adjustments
described under "Summary Pro Forma Financial Information" and "Unaudited
Pro Forma Financial Information."

- All per share data gives effect to our recapitalization, which we
consummated immediately prior to our initial public offering. In the
recapitalization, we effected a 185 for one stock split and the exchange
of our prior common stock for Class A common stock and Class B common
stock.

- Broadcast cash flow consists of operating income before depreciation and
amortization, corporate general and administrative expenses and net
expense (income) from time brokerage agreement fees.

- Broadcast cash flow margin represents broadcast cash flow as a percentage
of net revenues.

- EBITDA before net expense (income) from time brokerage agreement fees
consists of operating income before depreciation and amortization,
non-cash compensation expense (which is included in corporate general and
administration expenses) and net expense (income) from time brokerage
agreement fees.

- Pro forma after-tax cash flow consists of pro forma income before
extraordinary item minus gains on sale of assets (net of tax) plus the
following: depreciation and amortization, non-cash compensation expense
(which is included in corporate general and administrative expenses),
adjustment to reflect indexing of the convertible subordinated note and
deferred tax provision (or minus deferred tax benefit).

Although broadcast cash flow, EBITDA before net expense (income) from time
brokerage agreement fees and pro forma after-tax cash flow are not measures of
performance or liquidity calculated in accordance with generally accepted
accounting principles, we believe that these measures are useful to an investor
in evaluating our performance because they are widely used in the broadcast
industry to measure a radio company's operating performance. However, you should
not consider broadcast cash flow, EBITDA before net expense (income) from time
brokerage agreement fees and pro forma after-tax cash flow in isolation or as
substitutes for operating income, cash flows from operating activities or any
other measure for determining our operating performance or liquidity that is
calculated in accordance with generally accepted accounting principles. In
addition, because broadcast cash flow, EBITDA before net expense (income) from
time brokerage agreement fees and pro forma after-tax cash flow are not
calculated in accordance with generally accepted accounting principles, they are
not necessarily comparable to similarly titled measures employed by other
companies.

The comparability of the historical financial data reflected below has been
significantly impacted by acquisitions and dispositions. You should read the
summary financial data together with "Selected Historical Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and the related notes
included elsewhere in this prospectus.
11
<PAGE> 17

<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, DECEMBER 31, JUNE 30,
---------------------------------- ------------------- --------------------
1996 1997 1998 1997 1998 1998 1999
-------- ---------- ---------- -------- -------- --------- --------
(RESTATED) (RESTATED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Net revenues...................... $ 48,675 $ 93,862 $ 132,998 $ 28,399 $ 47,363 $ 63,687 $ 95,545
Operating expenses:
Station operating expenses...... 31,659 61,280 88,599 18,868 29,990 42,749 64,296
Depreciation and amortization... 2,960 7,685 13,066 2,880 4,358 6,079 10,019
Corporate general and
administrative expenses....... 2,872 3,249 4,527 849 1,850 2,193 3,454
Net expense (income) from time
brokerage agreement fees...... (879) (476) 2,399 -- 1,236 2,273 652
-------- --------- --------- -------- -------- --------- --------
Total operating expenses...... 36,612 71,738 108,591 22,597 37,434 53,294 78,421
-------- --------- --------- -------- -------- --------- --------
Operating income.................. 12,063 22,124 24,407 5,802 9,929 10,393 17,124
Other expense (income):
Interest expense................ 5,196 11,388 14,663 2,996 5,732 6,179 6,246
Adjustment to reflect indexing
of the convertible
subordinated note............. -- 29,070 8,841 14,903 29,503 5,693 --
(Gains) on sale of assets....... (119) (197,097) (8,661) (43) (69,648) (8,748) (467)
Other non-operating expense
(income)...................... (67) 1,504 (328) (102) 577 (123) (599)
-------- --------- --------- -------- -------- --------- --------
Total other expense
(income).................... 5,010 (155,135) 14,515 17,754 (33,836) 3,001 5,180
-------- --------- --------- -------- -------- --------- --------
Income (loss) before income taxes
and extraordinary item.......... 7,053 177,259 9,892 (11,952) 43,765 7,392 11,944
Pro forma income taxes............ 2,680 78,405 7,119 1,121 27,842 4,972 4,539
Pro forma income (loss) before
extraordinary item.............. 4,373 98,854 2,773 (13,073) 15,923 2,420 7,405
Extraordinary item, net of tax
benefit......................... 348 -- 1,488 -- -- 1,489 --
-------- --------- --------- -------- -------- --------- --------
Pro forma net income (loss)....... $ 4,025 $ 98,854 $ 1,285 $(13,073) $ 15,923 $ 931 $ 7,405
======== ========= ========= ======== ======== ========= ========
Pro forma earnings (loss) per
share before extraordinary
item............................ $ 0.20 $ 4.59 $ 0.12 $ (0.61) $ 0.64 $ 0.11 $ 0.21
Pro forma diluted earnings (loss)
per share before extraordinary
item............................ 0.20 4.59 0.12 (0.61) 0.64 0.11 0.21
Weighted average common shares
outstanding -- basic............ 21,534 21,534 22,239 21,534 24,742 21,534 34,836
Weighted average common shares
outstanding -- diluted.......... 21,534 21,534 22,239 21,534 24,742 21,534 35,251
BALANCE SHEET DATA (AT END OF
PERIOD):
Cash and cash equivalents......... $ 5,292 $ 3,626 $ 6,666 $ 3,497 $ 6,469 $ 6,094 $ 8,713
Intangibles and other assets...... 119,269 300,029 428,763 313,889 505,825 428,543 556,501
Total assets...................... 150,575 364,743 522,945 378,138 681,034 513,445 671,627
Senior debt, including current
portion......................... 111,000 117,000 253,784 127,000 330,281 251,785 166,276
Total shareholders' equity........ 5,079 179,019 182,970 166,986 225,467 169,509 396,886
OTHER DATA:
Broadcast cash flow............... $ 17,016 $ 32,582 $ 44,399 $ 9,531 $ 17,373 $ 20,938 $ 31,249
Broadcast cash flow margin........ 35.0% 34.7% 33.4% 33.6% 36.6% 32.9% 32.7%
EBITDA before net expense (income)
from time brokerage agreement
fees............................ $ 14,144 $ 29,333 $ 39,872 $ 8,682 $ 15,523 $ 18,745 $ 28,012
Pro forma after-tax cash flow..... 7,311 16,590 21,028 5,003 7,985 9,563 20,215
Cash flows related to:
Operating activities.......... 12,773 8,859 23,019 7,341 11,158 5,778 8,204
Investing activities.......... (96,502) (13,695) (153,651) (17,470) (86,894) (125,565) 10,001
Financing activities.......... 87,457 3,170 133,672 10,000 75,539 122,384 (15,961)
</TABLE>

12
<PAGE> 18

SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following table contains summary pro forma financial information
derived from the unaudited pro forma financial information set forth under
"Unaudited Pro Forma Financial Information." You should read this table in
conjunction with "Unaudited Pro Forma Financial Information" and the financial
statements included elsewhere in this prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED TWELVE MONTHS ENDED
SEPTEMBER 30, 1998 JUNE 30, 1999 JUNE 30, 1999
---------------------- ------------------------ ------------------------
HISTORICAL PRO FORMA HISTORICAL PRO FORMA HISTORICAL PRO FORMA
---------- --------- ----------- ---------- ----------- ----------
(RESTATED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Net revenues.................... $132,998 $273,755 $ 95,545 $ 148,182 $183,820 $ 301,852
Operating expenses:
Station operating expenses.... 88,599 182,173 64,296 97,666 121,488 194,133
Depreciation and
amortization................ 13,066 42,524 10,019 20,996 18,484 43,872
Corporate general and
administrative expenses..... 4,527 12,354 3,454 5,080 6,569 12,694
Net expense (income) from time
brokerage agreement fees.... 2,399 -- 652 -- 2,014 --
-------- -------- -------- ---------- -------- ----------
Total operating
expenses............. 108,591 237,051 78,421 123,742 148,555 250,699
-------- -------- -------- ---------- -------- ----------
Operating income................ 24,407 36,704 17,124 24,440 35,265 51,153
Other expense (income):
Interest expense.............. 14,663 41,790 6,246 20,811 17,466 41,615
Financing cost of Entercom -
obligated mandatorily
redeemable convertible
preferred securities of
Entercom Communications
Capital Trust............... 9,375 4,688 9,375
Adjustment to reflect indexing
of the convertible
subordinated note........... 8,841 -- -- -- 17,748 --
(Gains) on sale of assets..... (8,661) (161) (467) (467) (69,985) (467)
Other non-operating expense
(income).................... (328) (262) (599) (599) (125) (125)
-------- -------- -------- ---------- -------- ----------
Total other expense
(income)............. 14,515 50,742 5,180 24,433 (34,896) 50,398
-------- -------- -------- ---------- -------- ----------
Income (loss) before income
taxes and extraordinary
item.......................... 9,892 (14,038) 11,944 7 70,161 755
Pro forma income taxes.......... 7,119 (5,615) 4,539 3 33,405 302
-------- -------- -------- ---------- -------- ----------
Pro forma income (loss) before
extraordinary item............ $ 2,773 $ (8,423) $ 7,405 $ 4 $ 36,756 $ 453
======== ======== ======== ========== ======== ==========
Pro forma earnings (loss) per
share before extraordinary
item.......................... $ 0.12 $ (0.19) $ 0.21 $ 0.00 $ 1.31 $ 0.01
Weighted average common shares
outstanding -- basic.......... 22,239 45,168 34,836 45,168 28,130 45,168
</TABLE>

13
<PAGE> 19

14
<PAGE> 20

RISK FACTORS

Investing in the TIDES involves risk. You should consider carefully the
following risk factors, in addition to the other information contained in this
prospectus, before purchasing the TIDES in this offering. The risks and
uncertainties described below are not the only risks we face. Additional risks
and uncertainties not currently known to us or that we currently deem immaterial
may impair our business operations. If any of these risks actually occur, our
business, results of operations and financial condition could be materially and
adversely affected, the trading price of the TIDES and our Class A common stock
could decline and you might lose all or part of your investment.

RISKS RELATING TO ENTERCOM

IF WE ARE UNABLE TO CONSUMMATE THE SINCLAIR ACQUISITION, THE ADVERSE EFFECT ON
OUR BUSINESS, ON OUR MARKET DIVERSITY AND ON THE VALUE OF YOUR INVESTMENT
COULD BE MATERIAL.

The closing of this offering is not contingent on the consummation of the
Sinclair acquisition, and we cannot assure you that the Sinclair acquisition
will be consummated. The Sinclair acquisition is subject to a number of
important conditions, including approval from the FCC and clearance by federal
antitrust authorities. We expect that this offering will close in
advance -- perhaps by several months or more -- of satisfaction of these
conditions, and it is possible that one or more of these conditions will never
be satisfied. Moreover, as described in greater detail below, we presently do
not have financing sufficient to consummate the Sinclair acquisition. For all of
these reasons, we cannot assure you that we will be able to consummate the
Sinclair acquisition.

If we are unable to consummate the Sinclair acquisition, the adverse effect
on our business, on our market diversity and on the value of your investment
could be material. For example, we expect that the consummation of the Sinclair
acquisition will greatly increase the diversity and national reach of our
station portfolio, and we would not achieve these benefits -- at least in the
near term -- if the transaction does not close. In particular, on a pro forma
basis for completed transactions excluding Sinclair, the radio stations we own
or operate in Seattle would have generated approximately 47.2% of our net
revenues and approximately 52.7% of our broadcast cash flow for the fiscal year
ended September 30, 1998 and these percentages would have been approximately
35.2% and 43.3%, respectively, for the six months ended June 30, 1999.

Even on a pro forma basis for completed transactions including Sinclair,
the radio stations we own or operate in Seattle would have generated
approximately 23.0% of our net revenues and approximately 25.5% of our broadcast
cash flow for the fiscal year ended September 30, 1998 and these percentages
would have been approximately 22.7% and 26.8%, respectively, for the six months
ended June 30, 1999. Accordingly, we have greater exposure to any operating
difficulties that may arise at our Seattle stations or to adverse events or
conditions that affect the Seattle economy than if we were more geographically
diverse, and our exposure will be increased if we are unable to consummate the
Sinclair acquisition.

WE PRESENTLY DO NOT HAVE SUFFICIENT COMMITTED FINANCING TO CONSUMMATE THE
SINCLAIR ACQUISITION, AND OUR ABILITY TO OBTAIN THE NECESSARY FINANCING IS
UNCERTAIN.

Of the $824.5 million in cash required to fund the Sinclair acquisition, we
expect to pay approximately $145.0 million from the net proceeds of this
offering. Concurrently with this offering, we are also pursuing the Class A
common stock offering from which we expect to realize net proceeds of
approximately $291.0 million, assuming a public offering

15
<PAGE> 21

price of $37.94 per share, to be applied toward the Sinclair acquisition.
However, even assuming the closing of both offerings, we will be required to
raise an additional $388.5 million to fund the balance of the Sinclair purchase
price. We will not be able to use our current credit facility to fund this
amount because we would exceed the committed amount under the facility.
Accordingly, we are actively engaged in discussions with various potential
lenders about amending or replacing our present credit facility in order to
obtain the additional financing. We cannot assure you that these discussions
will be successful. If they are not successful, we cannot assure you that we
will be able to obtain from other sources the financing necessary to close the
Sinclair acquisition, or what the terms of any alternative financing might be.

Moreover, this offering is not contingent on the closing of the Class A
common stock offering. As a result, if this offering closes, but the Class A
common stock offering does not, the financing that we would need from an amended
or replacement credit facility or other potential source would correspondingly
increase. The terms and availability of this additional financing is also
uncertain.

THE SINCLAIR ACQUISITION AGREEMENTS IMPOSE SIGNIFICANT FINANCIAL PENALTIES ON
US IF WE ARE UNABLE TO CLOSE THE TRANSACTION BY SPECIFIED DATES, AND WE CANNOT
ASSURE YOU THAT WE WILL BE ABLE TO DO SO.

Our arrangement with Sinclair consists of two separate asset purchase
agreements -- one for Sinclair's four Kansas City stations, for which the
purchase price is $122.0 million, and one for the remaining 42 stations and
other assets that we are acquiring, for which the purchase price is $702.5
million. The multi-market agreement allocates the purchase price, and allows for
closings, on a market by market basis. If Sinclair rightfully terminates the
multi-market agreement, it may be entitled to receive liquidated damages from us
in the maximum amount of approximately $43.0 million. These liquidated damages
are subject to pro rata downward adjustment based on the value of markets that
have already closed. If Sinclair rightfully terminates the Kansas City
agreement, it may be entitled to receive liquidated damages from us in the
maximum amount of approximately $7.0 million.

In addition, 135 days after public notice that the applications for consent
to assignment of the station licenses have been accepted for filing by the FCC,
the purchase price of all markets not yet closed under the multi-market
agreement will increase 0.75% if all of the markets under that agreement have
not closed due to the failure to receive any required regulatory consent as a
result of facts relating to us or our affiliates. The purchase price will
continue to increase 0.75% at the end of each 30 day period thereafter.
Similarly, 150 days after the same public notice for the Kansas City stations,
the purchase price for the Kansas City market will increase 0.75% if the Kansas
City market has not closed due to the failure to receive any required regulatory
consent as a result of facts relating to us or our affiliates. The purchase
price will continue to increase 0.75% at the end of each 30 day period
thereafter.

We cannot assure you that we will be able to obtain the necessary
regulatory approvals in time to avoid these financial penalties, or at all.

WE MAY NOT BE SUCCESSFUL IN IDENTIFYING AND CONSUMMATING FUTURE ACQUISITIONS,
WHICH IS AN IMPORTANT ELEMENT OF OUR BUSINESS STRATEGY.

We pursue growth, in part, through the acquisition of individual radio
stations and groups of radio stations. Our consummation of all future
acquisitions, including Sinclair, will be subject to various conditions,
including FCC and other regulatory approvals. The

16
<PAGE> 22

FCC must approve any transfer of control or assignment of broadcast licenses. In
addition, acquisitions may encounter intense scrutiny under federal and state
antitrust laws. Our acquisition of the Sinclair stations is, and many of our
future acquisitions may be, subject to notification under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and to a waiting period and possible review
by the Department of Justice and the Federal Trade Commission. Any delays,
injunctions, conditions or modifications by any of these federal agencies could
have a negative effect on us and result in the abandonment of all or part of the
Sinclair acquisition or other attractive acquisition opportunities. We cannot
predict whether we will be successful in identifying future acquisition
opportunities or consummating these acquisitions or what the consequences of any
acquisitions will be.

Depending on the nature, size and timing of future acquisitions, we may
require additional financing. We cannot assure you that additional financing
will be available to us on acceptable terms. Radio broadcasting is a rapidly
consolidating industry, with many companies seeking to consummate acquisitions
and increase their market share. In this environment, we compete and will
continue to compete with many other buyers for the acquisition of radio
stations. Some of those competitors may be able to outbid us for acquisitions
because they have greater financial resources. As a result of these and other
factors, our ability to identify and consummate future acquisitions is
uncertain.

INTEGRATING ACQUISITIONS IS DIFFICULT.

We will have acquired 83 radio stations since October 1, 1996, including
our anticipated consummation of the Sinclair acquisition in the last quarter of
1999, and we expect to make acquisitions of other stations and station groups in
the future. The integration of acquisitions involves numerous risks, including:

- difficulties in the integration of operations and systems and the
management of a large and geographically diverse group of stations;

- the diversion of management's attention from other business concerns; and

- the potential loss of key employees of acquired stations.

We cannot assure you that we will be able to integrate successfully any
operations, systems or management that might be acquired in the future,
including the operations, systems or management acquired in the Sinclair
acquisition. Consummation of the Sinclair acquisition will require us to manage
a significantly larger radio station portfolio than historically has been the
case. Our failure to integrate and manage newly acquired stations successfully
could have a material adverse effect on our business and operating results. In
addition, in the event that the operations of a new business do not meet
expectations, we may restructure or write-off the value of some or all of the
assets of the new business.

WE MUST RESPOND TO THE RAPID CHANGES IN TECHNOLOGY, SERVICES AND STANDARDS
THAT CHARACTERIZE OUR INDUSTRY IN ORDER TO REMAIN COMPETITIVE.

The radio broadcasting industry is subject to rapid technological change,
evolving industry standards and the emergence of new media technologies and
services. We cannot assure you that we will have the resources to acquire new
technologies or to introduce new services that could compete with these new
technologies. Several new media technologies and services are being developed or
introduced, including the following:

- satellite delivered audio radio service, which could result in the
introduction of new satellite radio services with sound quality
equivalent to that of compact discs;

17
<PAGE> 23

- audio programming by cable systems, direct broadcast satellite systems,
personal communications systems, Internet content providers and other
digital audio broadcast formats;

- in-band on-channel digital radio, which could provide multi-channel,
multi-format digital radio services in the same bandwidth currently
occupied by traditional AM and FM radio services; and

- microbroadcasting stations (low powered, limited coverage radio
stations), about which the FCC is considering proposals.

We cannot predict the effect, if any, that competition arising from new
technologies or regulatory change may have on the radio broadcasting industry or
on our company.

WE EXPECT TO INCUR SUBSTANTIAL ADDITIONAL INDEBTEDNESS TO CONSUMMATE THE
SINCLAIR ACQUISITION, AND THIS INCREASED LEVERAGE COULD HAVE IMPORTANT
CONSEQUENCES TO YOU.

To consummate the Sinclair acquisition, we expect to incur indebtedness
that will be substantial in relation to our shareholders' equity. Assuming that
we successfully amend or replace our credit facility and that we borrow under
the facility to help fund the Sinclair acquisition, upon consummation of the
Sinclair acquisition we would have had $554.8 million in long-term indebtedness
on a pro forma basis at June 30, 1999, compared to our actual long-term
indebtedness of $166.3 million at June 30, 1999. Our leverage will increase
further to the extent that we do not complete the Class A common stock offering
and instead incur additional debt under an amended or replacement credit
facility or otherwise to finance the Sinclair acquisition. Moreover, in addition
to our obligations on our long-term indebtedness, we will have quarterly
interest obligations on the debentures held by the trust that fund distributions
on the TIDES. These obligations will be substantial in amount and could have a
substantial impact on you. For example, these obligations could:

- require us to dedicate a substantial portion of our cash flow from
operations to debt service and other financing costs, thereby reducing
the availability of cash flow for other purposes, including funding
future expansion and ongoing capital expenditures;

- impair our ability to obtain additional financing for working capital,
capital expenditures, acquisitions and general corporate or other
purposes;

- limit our ability to compete, expand and make capital improvements;

- increase our vulnerability to economic downturns, limit our ability to
withstand competitive pressures and reduce our flexibility in responding
to changing business and economic conditions; and

- limit our ability to pay interest on the debentures, which in turn would
limit the trust's ability to make distributions to you.

THE COVENANTS IN OUR EXISTING CREDIT FACILITY RESTRICT OUR FINANCIAL AND
OPERATIONAL FLEXIBILITY, AND IT IS LIKELY THAT ANY AMENDED OR REPLACEMENT
CREDIT FACILITY WILL CONTAIN SIMILAR OR MORE RESTRICTIVE COVENANTS.

Our existing credit facility contains covenants that restrict, among other
things, our ability to borrow money, make particular types of investments or
other restricted payments, swap or sell assets, or merge or consolidate. An
event of default under our credit facility could allow the lenders to declare
all amounts outstanding to be immediately due and payable. We have pledged
substantially all of our consolidated assets and the stock of our

18
<PAGE> 24

subsidiaries to secure the debt under our credit facility. If the amounts
outstanding under the credit facility were accelerated, the lenders could
proceed against our consolidated assets and the stock of our subsidiaries. Any
event of default, therefore, could have a material adverse effect on our
business. Our credit facility also requires us to maintain specified financial
ratios. Our ability to meet these financial ratios can be affected by events
beyond our control, and we cannot assure you that we will meet those ratios. To
consummate the Sinclair acquisition, we expect to amend or replace our credit
facility. It is likely that any amended or replacement credit facility will
contain similar or more restrictive covenants. We also may incur future debt
obligations which might subject us to restrictive covenants that could affect
our financial and operational flexibility or subject us to other events of
default.

WE FACE MANY UNPREDICTABLE BUSINESS RISKS, BOTH GENERAL AND SPECIFIC TO THE
RADIO BROADCASTING INDUSTRY, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
FUTURE OPERATIONS.

Our future operations are subject to many business risks, including those
risks that specifically influence the radio broadcasting industry, which could
have a material adverse effect on our business including:

- economic conditions, both generally and relative to the radio
broadcasting industry;

- shifts in population, demographics or audience tastes;

- the level of competition for advertising revenues with other radio
stations, television stations and other entertainment and communications
media;

- priorities of advertisers;

- fluctuations in operating costs;

- technological changes and innovations;

- changes in labor conditions;

- new laws, including proposals to eliminate the tax deductibility of
certain expenses incurred by advertisers; and

- changes in governmental regulations and policies and actions of federal
regulatory bodies, including the United States Department of Justice, the
Federal Trade Commission and the FCC.

Given the inherent unpredictability of these variables, we cannot with any
degree of certainty predict what effect, if any, these variables will have on
our future operations. Generally, advertising tends to decline during economic
recession or downturn. Consequently, our advertising revenue is likely to be
adversely affected by a recession or downturn in the United States economy, the
economy of an individual geographic market in which we own or operate radio
stations or other events or circumstances that adversely affect advertising
activity.

OUR CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER EFFECTIVELY CONTROLS OUR
COMPANY, AND MEMBERS OF HIS IMMEDIATE FAMILY ALSO OWN A SUBSTANTIAL EQUITY
INTEREST IN US. THEIR INTERESTS MAY CONFLICT WITH YOURS.

Upon completion of the Class A common stock offering, Joseph M. Field, our
Chairman of the Board and Chief Executive Officer, will beneficially own
shares of our Class A common stock and 9,782,555 shares of our Class B
common stock,

19
<PAGE> 25

representing approximately % of the total voting power of all of our
outstanding common stock. David J. Field, our President, Chief Operating
Officer, one of our directors and the son of Joseph M. Field, will beneficially
own shares of our Class A common stock and 749,250 shares of our
outstanding Class B common stock, representing approximately % of the total
voting power of all of our outstanding common stock. If the underwriters
exercise their over-allotment option related to the Class A common stock
offering in full, Joseph M. Field's and David J. Field's shares of our common
stock will represent % and % of the total voting power of all of our
outstanding common stock, respectively. Collectively, Joseph M. Field and David
J. Field beneficially own all of our outstanding Class B common stock. Other
members of the Field family also own shares of Class A common stock.

Shares of Class B common stock are transferable only to Joseph M. Field,
David J. Field, certain of their family members or trusts for any of their
benefit. Upon any other transfer, shares of our Class B common stock convert
automatically into shares of our Class A common stock on a share-for-share
basis. Shares of our Class B common stock are entitled to ten votes only when
they are voted by Joseph M. Field or David J. Field, subject to certain
exceptions where they are restricted to one vote. Joseph M. Field generally is
able to control the vote on all matters submitted to the vote of shareholders
and, therefore, is able to direct our management and policies, except with
respect to those matters where the shares of our Class B common stock are only
entitled to one vote and those matters requiring a class vote under the
provisions of our articles of incorporation, bylaws or applicable law,
including, without limitation, the election of the two Class A directors.
Without the approval of Joseph M. Field, we will be unable to consummate
transactions involving an actual or potential change of control, including
transactions in which holders of Class A common stock might otherwise receive a
premium for their shares over then current market prices.

WE ARE DEPENDENT ON FEDERALLY-ISSUED LICENSES TO OPERATE OUR RADIO STATIONS
AND ARE SUBJECT TO EXTENSIVE FEDERAL REGULATION.

The radio broadcasting industry is subject to extensive regulation by the
FCC under the Communications Act of 1934. We are required to obtain licenses
from the FCC to operate our radio stations. Licenses are normally granted for a
term of eight years and are renewable. Although the vast majority of FCC radio
station licenses are routinely renewed, we cannot assure you that the FCC will
approve our future renewal applications or that the renewals will not include
conditions or qualifications. The non-renewal, or renewal with substantial
conditions or modifications, of one or more of our licenses could have a
material adverse effect on us.

We must comply with extensive FCC regulations and policies in the ownership
and operation of our radio stations. FCC regulations limit the number of radio
stations that a licensee can own in a market, which could restrict our ability
to consummate future transactions and in certain circumstances could require us
to divest some radio stations. For example, in connection with the Sinclair
acquisition we will be required to dispose of three radio stations in Kansas
City, and the timing and terms of these dispositions are both unknown. The FCC
also requires radio stations to comply with certain technical requirements to
limit interference between two or more radio stations. If the FCC relaxes these
technical requirements, it could impair the signals transmitted by our radio
stations and could have a material adverse effect on us. Moreover, these FCC
regulations and others may change over time and we cannot assure you that those
changes would not have a material adverse effect on us.

20
<PAGE> 26

OUR RADIO STATIONS MAY NOT BE ABLE TO COMPETE EFFECTIVELY IN THEIR RESPECTIVE
MARKETS FOR ADVERTISING REVENUES.

Our radio broadcasting stations are in a highly competitive business. Our
radio stations compete for audiences and advertising revenues within their
respective markets directly with other radio stations, as well as with other
media, such as newspapers, magazines, network and cable television, outdoor
advertising and direct mail. Audience ratings and market shares are subject to
change, and any change in a particular market could have a material adverse
effect on the revenue of our stations located in that market. While we already
compete in some of our markets with other stations with similar programming
formats, if another radio station in a market were to convert its programming
format to a format similar to one of our stations, if a new station were to
adopt a comparable format or if an existing competitor were to strengthen its
operations, our stations could suffer a reduction in ratings and/or advertising
revenue and could incur increased promotional and other expenses. Other radio
broadcasting companies may enter into the markets in which we operate or may
operate in the future. These companies may be larger and have more financial
resources than we have. We cannot assure you that any of our stations will be
able to maintain or increase their current audience ratings and advertising
revenues.

THE LOSS OF KEY PERSONNEL COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.

Our business depends upon the continued efforts, abilities and expertise of
our executive officers and other key executives, including Joseph M. Field, our
Chairman of the Board and Chief Executive Officer, David J. Field, our President
and Chief Operating Officer, John C. Donlevie, Esq., our Executive Vice
President, Secretary and General Counsel, and Stephen F. Fisher, our Senior Vice
President and Chief Financial Officer. We believe that the loss of one or more
of these individuals could have a material adverse effect on our business.

THE MARKET PRICE OF OUR STOCK COULD DECLINE DUE TO THE LARGE NUMBER OF SHARES
ELIGIBLE FOR PUBLIC SALE UPON CONSUMMATION OF THE CLASS A COMMON STOCK
OFFERING.

Upon completion of the Class A common stock offering, we will have
32,944,267 shares of Class A common stock, 10,531,805 shares of Class B common
stock and 1,695,669 shares of Class C common stock issued and outstanding,
assuming no exercise of the underwriters' over-allotment option. Of these
shares, the 9,500,000 shares of Class A common stock being sold in the Class A
common stock offering (plus any shares issued upon exercise of the underwriters'
over-allotment option), the 13,627,500 shares sold in our initial public
offering in January 1999 and approximately 300,000 shares of Class A common
stock sold into the public market since the initial public offering will be
freely transferable without restriction in the public market, except to the
extent that these shares have been acquired by our affiliates; resales of shares
acquired by affiliates are subject to restrictions under Rule 144 of the
Securities Act. In addition, upon conversion of the TIDES, the shares of
Class A common stock into which the TIDES are convertible will be freely
transferable without restriction in the public market, except to the extent that
those shares are acquired by our affiliates and are therefore subject to
restrictions under Rule 144. The remaining shares of Class A common stock and
all shares of Class B common stock and Class C common stock were issued in
reliance on exemptions from the registration requirements of the Securities Act,
and these shares are "restricted" securities under Rule 144. The number of
"restricted" shares available for sale in the public market

21
<PAGE> 27

is limited by restrictions under Rule 144, although as to shares held by persons
who are not our affiliates, many of these restrictions do not apply.

In connection with the Class A common stock offering and this offering, our
directors, members of senior management and selling and other shareholders,
including Chase Capital, have agreed pursuant to lock-up agreements not to sell
or otherwise dispose of shares representing shares of Class A
common stock, 10,531,805 shares of Class B common stock and 1,695,669 shares of
Class C common stock for a period of 90 days after the date of the Class A
common stock offering prospectus without the prior written consent of Credit
Suisse First Boston Corporation.

The market price of our Class A common stock could decline as a result of
future sales of substantial amounts of Class A common stock, or the perception
that substantial sales could occur.

ANTI-TAKEOVER PROVISIONS COULD ADVERSELY AFFECT THE PRICE OF OUR CLASS A
COMMON STOCK.

Certain provisions of our articles of incorporation, by-laws and
Pennsylvania law could make it more difficult for a third party to acquire
control of us, even if a change of control could be beneficial to you. These
provisions could adversely affect the price of our Class A common stock.

OUR FAILURE OR THE FAILURE OF THIRD PARTIES WITH WHICH WE INTERACT TO ADDRESS
ISSUES RELATED TO THE YEAR 2000 COULD ADVERSELY AFFECT OUR OPERATIONS.

We rely, directly and indirectly, on information technology systems to
operate our radio stations, provide our radio stations with programming,
up-to-date news and other information and perform a variety of administrative
services including accounting, financial reporting, advertiser spot scheduling,
payroll and invoicing. We also use non-information technology systems, such as
microchips, for dating and other automated functions. Information and
non-information technology systems that do not properly recognize and process
date sensitive information when the year changes to "2000" or "00" could
generate erroneous data or cause such systems to fail. As a result, year 2000
issues could have a material adverse effect on our operations. In order to
minimize the risk of year 2000 related losses, we are conducting a comprehensive
assessment of our year 2000 issues. However, we cannot assure you that we will
resolve our year 2000 issues prior to the year 2000, or that the cost of
remedying any year 2000 issues will not have a material adverse effect on our
business. Furthermore, we cannot assure you that the systems of other companies
with which our systems interact will be timely converted and, if not timely
converted, would not have a material adverse effect on our financial condition,
results of operation or cash flow.

RISKS RELATING TO THE TIDES

THE TRUST MAY NOT BE ABLE TO MAKE DISTRIBUTIONS ON THE TIDES IF WE DEFAULT ON
OUR SECURED SENIOR DEBT BECAUSE OUR OBLIGATIONS TO PAY ON THE DEBENTURES AND
THE GUARANTEE ARE SUBORDINATED TO OUR PAYMENT OBLIGATIONS UNDER OUR SECURED
SENIOR DEBT.

Because of the subordinated nature of the guarantee and the debentures, we:

- will not be permitted to make any payments of principal, including
redemption payments, or interest on the debentures if we default on our
secured senior debt;

22
<PAGE> 28

- will not be permitted to make payments on the guarantee if we default on
any of our other liabilities, including secured senior debt, other than
liabilities that are equal or subordinate to the guarantee by their
terms; and

- must pay all our secured senior debt before we make payments on the
guarantee or the debentures if we become bankrupt, liquidate or dissolve.

The TIDES, the guarantee and the debentures do not limit our ability or the
ability of our subsidiaries to incur additional indebtedness, including
indebtedness that ranks senior to the debentures and the guarantee. At June 30,
1999, we had approximately $166.3 million of secured senior debt on a
consolidated basis and, on a pro forma basis, we would have had $554.8 million
of consolidated secured senior debt. Because the trust will be able to pay
amounts due on the TIDES only if we make payments on the debentures, your
ability to receive interest may be affected by our indebtedness.

THE DEBENTURES WILL BE EFFECTIVELY SUBORDINATED TO OBLIGATIONS OF OUR
SUBSIDIARIES.

Because we operate as a holding company, our right to participate in any
distribution of assets of any subsidiary upon that subsidiary's dissolution,
winding-up, liquidation or reorganization or otherwise (and thus the ability of
the holders of the TIDES to benefit indirectly from the distribution) is subject
to the prior claims of the creditors of that subsidiary, except to the extent
that we are a creditor of the subsidiary and our claims are recognized.
Therefore, the debentures will be effectively subordinated to all indebtedness
and other obligations of our subsidiaries. Those subsidiaries are separate legal
entities and have no obligations to pay, or make funds available for the payment
of, any amounts due on the debentures, the TIDES or the guarantee.

THE DEFERRAL OF INTEREST PAYMENTS MAY HAVE AN ADVERSE EFFECT ON THE TRADING
PRICE OF THE TIDES.

If no event of default under the debentures has occurred and is continuing,
we may defer the payment of interest on the debentures for a period not
exceeding 20 consecutive quarters. If we defer interest payments on the
debentures, the trust will defer quarterly distributions on the TIDES. However,
distributions will still accrue and the deferred distributions will themselves
accrue interest at the annual rate of % per annum, to the extent permitted
by law. There is no limitation on the number of times that we may elect to defer
interest payments.

We have no current intention of deferring interest payments on the
debentures. However, if we exercise our right in the future, the TIDES may trade
at a price that does not fully reflect the value of accrued but unpaid interest
on the debentures. If you sell your TIDES during an interest deferral period,
you may not receive the same return on your investment as a holder who continues
to hold TIDES. In addition, our right to defer interest payments on the
debentures may mean that the market price of the TIDES may be more volatile than
the market prices of other securities that do not have these rights.

YOU MAY HAVE TO PAY TAXES ON INTEREST PAYMENTS PRIOR TO YOUR RECEIPT OF THOSE
PAYMENTS.

Because we have the option to defer interest payments on the debentures,
the debentures will be considered to have been issued with original issue
discount. As a result, you must accrue interest income, as original issue
discount, for United States federal income tax purposes. As a result, you will
have to include your pro rata share of original issue discount in gross income
as it accrues whether or not received currently in cash. In addition, if you
sell the TIDES prior to the record date relating to distributions, you will

23
<PAGE> 29

not receive the cash distributions from the trust related to any accrued and
unpaid interest even though you will be required to recognize the interest in
income for United States federal income tax purposes.

If you dispose of your TIDES between record dates for payments of
distributions on your TIDES, you will be required to include original issue
discount on the debentures through the date of disposition in income as ordinary
income and to add that amount to your adjusted tax basis. To the extent the
selling price of your TIDES is less than your adjusted tax basis, you will
recognize a capital loss. Subject to some exceptions, you cannot apply capital
losses to offset ordinary income for United States federal income tax purposes.

THE TRUST MAY REDEEM THE TIDES WITHOUT YOUR CONSENT IF SPECIFIED TAX CHANGES
OCCUR OR IF THE TRUST WOULD BE REQUIRED TO REGISTER AS AN INVESTMENT COMPANY.

If specified tax changes occur relating to the non-deductibility of
interest payments on the debentures or to the non-exemption from taxation of the
trust itself or if the trust is at risk of being required to register as an
investment company under the Investment Company Act of 1940, we may either
dissolve and liquidate the trust and, after satisfaction of liabilities of
creditors of the trust, distribute the debentures to you or we may redeem all of
the debentures. If we redeem the debentures, the trust will use the cash it
receives from that redemption to redeem the TIDES and the trust's common
securities.

WE MAY CAUSE THE TIDES TO BE REDEEMED ON OR AFTER OCTOBER 3, 2002 WITHOUT YOUR
CONSENT.

We may redeem all or some of the debentures at our option at any time on or
after October 3, 2002. The redemption price initially includes a premium
declining over time to 100% of the principal amount to be redeemed plus any
accrued and unpaid interest. You should assume that we will exercise our
redemption option if we are able to refinance the debentures at a lower interest
rate or if we conclude it is otherwise in our interest to redeem the debentures.
The trust will use the cash it receives from the redemption of the debentures to
redeem an equivalent amount of TIDES and its common securities on a pro rata
basis.

DISTRIBUTION OF THE DEBENTURES TO YOU MAY HAVE ADVERSE TAX CONSEQUENCES FOR
YOU.

We may dissolve the trust at any time. If that happens, the trust will
redeem the TIDES and its common securities by distributing, after satisfaction
of liabilities of creditors of the trust, the debentures to you and us, as the
holder of the trust's common securities, on a pro rata basis.

Under current United States federal tax laws, a distribution of debentures
on the dissolution of the trust would not be a taxable event to you. However, if
there is a change in the law and, for example, the trust is characterized for
United States federal income tax purposes as an association taxable as a
corporation at the time of its dissolution, the distribution of debentures would
likely constitute a taxable event to you.

Because you may receive debentures, you should make an investment decision
with regard to the debentures in addition to the TIDES. You should carefully
review all the information regarding the debentures contained in this
prospectus.

THE DISTRIBUTION OF DEBENTURES UPON LIQUIDATION OF THE TRUST MAY HAVE AN
ADVERSE EFFECT ON THE TRADING PRICE OF THE TIDES.

We have the right to dissolve the trust. Although we have no current
intention of doing so, we anticipate that we would consider exercising this
right if the expenses associated with maintaining the trust are substantially
greater than we expect or for other business reasons. If we exercise our right
to dissolve the trust, the trust will redeem the

24
<PAGE> 30

TIDES and its common securities by distributing, after satisfaction of
liabilities of creditors of the trust, the debentures to you and to us on a pro
rata basis, unless an event of default under the debentures has occurred and is
continuing, in which case you will have priority over us.

We cannot predict the market prices for the debentures that the trust may
distribute to you. Accordingly the debentures that you receive on a
distribution, or the TIDES you hold pending a distribution, may trade at a
discount to the price that you paid to purchase the TIDES.

WE GUARANTEE PAYMENTS ON THE TIDES ONLY IF THE TRUST HAS CASH AVAILABLE.

If we fail to make payments on the debentures, the trust will not be able
to pay distributions, the redemption price or the liquidation amount of each
TIDES. In those circumstances, you will not be able to rely upon the guarantee
for payment of these amounts. Instead, if we are in default under the
debentures, you may:

- rely on the property trustee for the trust to enforce the trust's rights
under the debentures; or

- directly sue us or seek other remedies to collect your share of payments
owed.

YOU HAVE LIMITED VOTING RIGHTS.

You will have limited voting rights relating generally to:

- the modification of the TIDES and our guarantee of the TIDES; and

- the exercise of the trust's rights as holder of debentures.

You are not entitled to appoint, remove or replace the property trustee of
the trust or the Delaware trustee of the trust except upon the occurrence of
certain events. The property trustee, and the holders of all of the trust's
common securities may, subject to certain conditions, amend the declaration of
trust without your consent to:

- cure any ambiguity;

- make provisions of the declaration of trust not inconsistent with other
provisions of the declaration of trust;

- ensure that the trust will not be classified for United States federal
income tax purposes as an association subject to taxation as a
corporation; or

- ensure that the trust will be classified as a grantor trust.

THE TIDES AND THE DEBENTURES DO NOT HAVE AN ESTABLISHED MARKET.

Prior to this offering, there has been no public market for the TIDES. The
underwriters currently plan to make a market in the TIDES. However, these
institutions may suspend their market making activities at any time and for any
reason. Accordingly, we cannot assure you that an active trading market for the
TIDES will develop or be sustained. If a market were to develop, the TIDES could
trade at prices that may be higher or lower than their offering price depending
upon many factors, including:

- prevailing interest rates;

- Entercom's operating results; and

- the market for similar securities.

25
<PAGE> 31

USE OF PROCEEDS

We estimate that the gross proceeds from the sale of the TIDES will be
$150.0 million. The trust will use these proceeds, together with the proceeds
from the issuance of the trust's common securities, to purchase debentures from
us. After deducting the underwriting commissions which we have agreed to pay on
behalf of the trust, and the other offering expenses we will pay, we estimate
that we will receive net proceeds of $145.0 million, or $166.8 million if the
underwriters' overallotment option is exercised in full. We intend to use the
net proceeds from this offering and the Class A common stock offering, together
with cash on hand and proceeds from the amended or replacement credit facility
we expect to negotiate, to finance the Sinclair acquisition. Pending the closing
of the Sinclair acquisition, we intend to use the net proceeds to pay down
revolving indebtedness under our current credit facility. If the Sinclair
acquisition is not consummated, we intend to use the net proceeds from this
offering for general corporate purposes, including repayment of revolving
indebtedness, future acquisitions and working capital.

DIVIDEND POLICY

Since becoming a public company in January 1999, we have not declared any
dividends on our common stock. We have no plans to declare or pay cash dividends
in the foreseeable future because we intend to retain our earnings, if any, to
finance the expansion of our business and for general corporate purposes. Any
payment of future dividends will be at the discretion of the board of directors
and will depend upon, among other factors, our earnings, financial condition,
capital requirements, level of indebtedness, contractual restrictions, including
the provisions of our credit facility and provisions applicable to the TIDES,
and other considerations that the board of directors deems relevant.

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<PAGE> 32

PRICE RANGE OF OUR CLASS A COMMON STOCK

Our Class A common stock is listed on The New York Stock Exchange under the
symbol "ETM."

The table below shows, for the quarters indicated, the reported high and
low trading prices of our Class A common stock on The New York Stock Exchange.

<TABLE>
<CAPTION>
PRICE RANGE
----------------
HIGH LOW
------ ------
<S> <C> <C>
Calendar Year 1999
First Quarter (beginning January 29)............... $35.38 $28.31
Second Quarter..................................... 42.75 31.75
Third Quarter (through September 8, 1999).......... 41.88 35.06
</TABLE>

The initial public offering of our Class A common stock was priced on
January 28, 1999 at a price of $22.50 per share.

On September 8, 1999, the last reported sale price of our Class A common
stock on The New York Stock Exchange was $37.94.

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<PAGE> 33

CAPITALIZATION

The following table sets forth as of June 30, 1999:

- our actual capitalization;

- our unaudited pro forma capitalization after giving effect to this
offering and the Class A common stock offering at an assumed public
offering price of $37.94 per share; and

- our unaudited pro forma capitalization as adjusted to give effect to the
offerings and the Sinclair acquisition, including additional borrowings
under our amended or replacement credit facility.

This table should be read in conjunction with the consolidated financial
statements and the unaudited pro forma financial information and, in each case,
the related notes included elsewhere in this prospectus. In the event that we
elect not to proceed with the Class A common stock offering to consummate the
Sinclair acquisition, we will be required to incur additional debt under our
amended or replacement credit facility or otherwise.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1999
------------------------------------------
PRO FORMA AS
ADJUSTED FOR
THE OFFERINGS
AND THE
PRO FORMA FOR SINCLAIR
ACTUAL THE OFFERINGS ACQUISITION
-------- --------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents:..................... $ 8,713 $278,713 $ 8,713
======== ======== ==========
Short-term debt and current portion of
long-term debt............................... $ 10 $ 10 $ 10
Long-term debt, less current portion:
Credit facility.............................. 166,000 -- 554,500
Other........................................ 266 266 266
-------- -------- ----------
Total long-term debt...................... 166,266 266 554,766
Entercom-obligated mandatorily redeemable
convertible preferred securities of Entercom
Communications Capital Trust................. -- 150,000 150,000
Shareholders' equity:
Preferred stock.............................. -- -- --
Class A common stock......................... 249 329 329
Class B common stock......................... 105 105 105
Class C common stock......................... 17 17 17
Additional paid-in capital................... 468,239 759,159 759,159
Unearned compensation........................ (223) (223) (223)
Retained earnings (deficit).................. (71,501) (71,501) (76,875)
-------- -------- ----------
Total shareholders' equity................ 396,886 687,886 682,512
-------- -------- ----------
Total capitalization................. $563,162 $838,162 $1,387,288
======== ======== ==========
</TABLE>

28
<PAGE> 34

ACCOUNTING TREATMENT

We have not included separate financial statements of the trust because we
do not consider those financial statements material to you because:

- Entercom, a reporting company under the Exchange Act, will own, directly
or indirectly all of the voting securities of the trust;

- the trust has no independent operations but exists for the sole purpose
of issuing securities representing undivided beneficial interests in the
trust's assets and investing the proceeds in the debentures; and

- we will fully and unconditionally guarantee the obligations of the trust
under the TIDES and the common securities to the extent that the trust
has funds available to meet such obligations.

RATIO OF EARNINGS TO FIXED CHARGES

The following table contains our consolidated ratio of earnings to fixed
charges for the periods indicated.

<TABLE>
<CAPTION>
SIX
MONTHS
YEAR ENDED SEPTEMBER 30, ENDED
-------------------------------- JUNE 30,
1994 1995 1996 1997 1998 1999.
---- ---- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............. 12.3 3.1 2.2 15.0 1.6 2.7
</TABLE>

For purposes of computing the ratios of earnings to fixed charges:

- earnings consist of income before provision for income taxes and
extraordinary item plus fixed charges; and

- fixed charges consist of interest expense, amortization of debt discount
and expense relating to indebtedness and the portion of rental expense we
consider representative of the interest factor attributable to leases for
rental property.

29
<PAGE> 35

COMPLETED AND PENDING TRANSACTIONS

COMPLETED TRANSACTIONS

In October 1997, we exchanged the broadcast frequency and transmission
facilities of our Kansas City station, KCMO-AM, for those of Kanza Inc.'s Kansas
City station, WHB-AM. Each party retained its call letters, formats and studio
facilities. We accounted for the transaction as a nonmonetary exchange of
similar productive assets, and no gain or loss was recognized. We recorded the
assets received at the historical cost of the assets surrendered.

In November 1997, we acquired KSSJ-FM (formerly KBYA-FM) in Sacramento from
Susquehanna Radio Corp for $15.9 million.

In January 1998, we acquired WDAF-AM and KUDL-FM in Kansas City plus $7.1
million from American Radio Systems in exchange for our sole station in St.
Louis, KLOU-FM.

In January 1998, we acquired KCTC-AM in Sacramento from American Radio
Systems for $4.0 million.

In May 1998, we acquired WSKY-FM (formerly WRRX-FM) in the Gainesville/
Ocala market from Gator Broadcasting, Inc. for $2.0 million, plus an additional
payment of up to $1.0 million payable once the authorized upgrade of the station
from a Class A license to a Class C-2 license becomes final.

In May 1998, we sold our rights to participate in an FCC licensing
proceeding in the Vancouver, Washington radio market to Jacor Communications,
Inc. for $10.0 million, resulting in a gain of $8.5 million.

In May 1998, we acquired KBAM-AM and KRQT-FM in the Longview/Kelso market
from Armak Broadcasters, Inc. for $1.0 million.

In June 1998, we acquired three stations, KRSK-FM (formerly KKRH-FM),
KKSN-FM and KKSN-AM in Portland, and four stations, WBEE-FM, WBBF-FM (formerly
WKLX-FM), WEZO-AM (formerly WBBF-AM) and WQRV-FM in Rochester, from Sinclair
Broadcast Group, Inc. for $126.5 million. We had operated these stations under a
time brokerage agreement since March 1998.

In August 1998, we acquired from Capital Broadcasting, Inc. the assets and
rental leases used in connection with the operation of a tower facility serving
the Kansas City market for $2.0 million.

In September 1998, we completed a transaction with American Radio Systems
to exchange certain assets used in the operation of radio stations serving the
Sacramento radio market. American Radio Systems transferred KRAK-FM's license
and transmission facility to us in exchange for KRXQ's license and transmission
facility and $4.5 million. Each of the stations retained its own call letters,
programming format and studio and office property and equipment, and the parties
provided each other with reciprocal covenants against programming competition on
the respective frequencies for a period of two years. American Radio Systems
also transferred its intellectual property in the smooth jazz program format for
our use on our recently acquired KSSJ-FM (formerly KBYA-FM) in that market. The
transactions were accounted for as nonmonetary exchanges of similar productive
assets, and no gain or loss was recognized. The assets received were recorded at
30
<PAGE> 36

the historical cost of the assets surrendered plus the $4.5 million paid to
American Radio Systems.

In December 1998, we acquired KSLM-AM, a radio station serving the Salem,
Oregon portion of the Portland radio market, from Willamette Broadcasting Co.
for $0.6 million.

In December 1998, we acquired the assets of WRKO-AM and WEEI-AM, serving
the Boston radio market, from CBS Radio, Inc. for $82.0 million. We had operated
these stations under a time brokerage agreement since September 1998. We also
sold the assets of WLLD-FM and WYUU-FM, serving the Tampa, Florida radio market
to CBS for $75.0 million, resulting in a gain of approximately $69.6 million. In
February 1999, we purchased the assets of radio stations WEGQ-FM, WWTM-AM and
WAAF-FM in Boston from CBS for $58.0 million in cash. We had operated these
stations under a time brokerage agreement since September 1998.

In June 1999, we acquired KKGM-AM (formerly WREN-AM), a radio station
serving Kansas City, Kansas, from Mortenson Broadcasting Company of Canton, LLC
for the sum of $2.8 million.

PENDING TRANSACTIONS

In February 1996, we entered into a preliminary agreement with Royce
International Broadcasting Corporation to acquire the assets of radio station
KWOD-FM, Sacramento, California, subject to approval by the FCC, for a purchase
price of $25.0 million. Notwithstanding our efforts to pursue this transaction,
the seller has been nonresponsive. Accordingly, we cannot determine if or when
the transaction might occur. On July 28, 1999, we commenced a legal action
seeking to enforce this agreement.

In June 1999, we entered into a non-binding letter of intent with the
Wichita Stations Trust, a trust formed for the benefit of Capstar Broadcasting
Corporation as required by federal broadcasting regulations, to purchase five
radio stations in Wichita for $8.0 million. We are presently engaged in
negotiations with the trust to reach a definitive agreement regarding this
transaction. We are also pursuing the acquisition of other stations in the
Wichita market.

We are not including KWOD-FM, Sacramento or the Wichita stations described
above in our station portfolio or pro forma financial information since we
cannot predict when, if ever, we will be successful in acquiring these stations.

In August 1999, we entered into asset purchase agreements with various
subsidiaries of Sinclair Broadcast Group, Inc. to purchase 46 radio stations in
nine markets. As part of the transaction, we are also acquiring 300,000 shares
of common stock, at $5.00 per share, in USA Digital Radio, Inc. The total
purchase price for the Sinclair acquisition is $824.5 million. You should refer
to "The Sinclair Acquisition" for more information regarding this transaction.

31
<PAGE> 37

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information is based on our historical
consolidated financial statements and the financial statements of those
businesses that we have acquired or expect to acquire, as described in greater
detail below. The unaudited pro forma financial information should be read in
conjunction with the financial statements of the following entities and the
related notes included elsewhere in this prospectus:

- Entercom Communications Corp.;

- The Portland, Oregon and Rochester, New York Radio Groups of Heritage
Media Services, Inc. -- Broadcasting Segment;

- The Boston Radio Market of CBS Radio, Inc.;

- Sinclair Broadcast Group, Inc. and Subsidiaries -- Radio Division; and

- Heritage Media Services, Inc. -- Radio Broadcasting Segment -- a Division
of Heritage Media Corporation.

All acquisitions included in the pro forma information are accounted for
using the purchase method of accounting. The aggregate purchase price of each
transaction is allocated to the tangible and intangible assets acquired and
liabilities assumed based on their respective fair values. The allocation of the
aggregate purchase price reflected in the pro forma information is preliminary
for transactions to be closed subsequent to June 30, 1999. The final allocation
of the purchase price is contingent upon the receipt of final appraisals of the
acquired assets and the revision of other estimates. We do not expect final
allocations to differ materially from the preliminary allocation.

The unaudited pro forma information is presented for illustrative purposes
only and does not indicate the operating results or financial position that
would have occurred if the transactions described above had been completed on
the dates indicated, nor is it indicative of our future operating results or
financial position if we complete the transactions described above. We cannot
predict whether the completion of the pending transactions will conform to the
assumptions used in the preparation of the unaudited pro forma information.

For a discussion of our radio station acquisitions and dispositions
completed since October 1, 1997 and our pending acquisitions and dispositions,
see the "Completed and Pending Transactions" and "The Sinclair Acquisition"
sections.

We presently do not have a definitive agreement with respect to the amended
or replacement credit facility. In the event that we do not proceed with the
Class A common stock offering, we will be required to incur additional debt
under our amended or replacement credit facility or otherwise to consummate the
Sinclair acquisition.

32
<PAGE> 38

SEPTEMBER 30, 1998 UNAUDITED PRO FORMA INFORMATION

The unaudited pro forma statement of income for the year ended September
30, 1998 has been prepared to illustrate the effects of the following, as if
each transaction had occurred on October 1, 1997:

- the completed transactions described under "Completed and Pending
Transactions" which were entered into subsequent to the beginning of the
period covered by the pro forma financial information;

- our conversion from an S corporation to a C corporation and the related
$88.1 million distribution to our S corporation shareholders which
represents the estimate of the undistributed balance of our taxable
income as of the date we ceased to be an S corporation;

- the conversion of the Chase Capital convertible subordinated note into
Class A and Class C common stock;

- the completion of our initial public offering;

- the amended or replacement credit facility that we are currently
pursuing;

- this offering and the concurrent offering of Class A common stock at an
assumed public offering price of $37.94 per share; and

- the pending Sinclair acquisition.

We have shown the continued inclusion of the station operating results of
each of the eleven Kansas City stations, although federal regulations require us
to divest three stations in the Kansas City market, one or more of which may be
Sinclair radio stations. This is because we are seeking to swap three Kansas
City stations for stations in other markets, and we are assuming that the
stations we acquire in these swaps will collectively have comparable operating
results. However, if we were to sell any of the three Kansas City stations for
cash, we would not include that station's operating results going forward.
Furthermore, we would use any cash proceeds from these sales to pay down the
outstanding indebtedness under our amended or replacement credit facility.

JUNE 30, 1999 UNAUDITED PRO FORMA INFORMATION

The unaudited pro forma statements of income for the six month and twelve
month periods ended June 30, 1999 have been prepared to illustrate the effects
of the transactions listed above, as if each transaction had occurred on January
1, 1999 and July 1, 1998, respectively.

The unaudited pro forma balance sheet data as of June 30, 1999 gives effect
to the transactions listed above not yet consummated on that date as if each had
occurred on that date.

33
<PAGE> 39

UNAUDITED PRO FORMA STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ADJUSTMENTS ADJUSTMENTS
FOR THE FOR THE OFFERINGS
COMPLETED COMPLETED SINCLAIR AND SINCLAIR TOTAL
ACTUAL TRANSACTIONS(A) TRANSACTIONS ACQUISITION(B) ACQUISITION PRO FORMA
-------- --------------- ------------ -------------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net revenues.................. $132,998 $38,417 $ 91,581 $ 10,759(C) $273,755
Operating expenses:
Station operating
expenses.................. 88,599 29,662 56,663 7,621(C) 182,173
(372)(D)
Depreciation and
amortization.............. 13,066 7,601 $(1,396)(E) 16,117 7,112(F) 42,524
24(G)
Corporate general and
administrative expenses... 4,527 4,362 3,465 12,354(H)
Net expense (income) from
time brokerage agreement
fees...................... 2,399 45 (2,444)(I)
-------- ------- ------- -------- -------- --------
Total operating
expenses............. 108,591 41,670 (3,816) 76,245 14,361 237,051
-------- ------- ------- -------- -------- --------
Operating income (loss)....... 24,407 (3,253) 3,816 15,336 (3,602) 36,704
Other expense (income):
Interest expense............ 14,663 14 (2,025)(J) 16,659 12,479(K) 41,790
Financing cost of Entercom-
obligated mandatorily
redeemable convertible
preferred securities of
Entercom Communications
Capital Trust............. 9,375(L) 9,375
Adjustment to reflect
indexing of the
convertible subordinated
note...................... 8,841 (8,841)(M)
(Gains) loss on sale of
assets.................... (8,661) 8 (8)(N) (10,780) 10,780(O) (161)
8,500(P)
Other non-operating expense
(income).................. (328) 147 (82)(Q) 1 (262)
-------- ------- ------- -------- -------- --------
Total other expense
(income)............. 14,515 169 (2,456) 5,880 32,634 50,742
-------- ------- ------- -------- -------- --------
Income (loss) before income
taxes and extraordinary
item........................ 9,892 (3,422) 6,272 9,456 (36,236) (14,038)
Income taxes (benefit)........ 453 (1,300) (453)(R) 4,200 (4,200)(S) (5,615)
6,142(T) (10,457)(U)
-------- ------- ------- -------- -------- --------
Income (loss) before
extraordinary item.......... $ 9,439 $(2,122) $ 583 $ 5,256 $(21,579) $ (8,423)
======== ======= ======= ======== ======== ========
Income before income taxes and
extraordinary item.......... $ 9,892
Pro forma income taxes........ 7,119
--------
Pro forma income before
extraordinary item.......... $ 2,773
========
Pro forma earnings (loss) per
share before extraordinary
item........................ $ 0.12 $ (0.19)
======== ========
Weighted average common shares
outstanding -- basic........ 22,239 14,929(V) 8,000(W) 45,168
</TABLE>

See accompanying notes to pro forma financial information.

34
<PAGE> 40

UNAUDITED PRO FORMA STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ADJUSTMENTS ADJUSTMENTS FOR
FOR THE THE OFFERINGS
COMPLETED SINCLAIR AND SINCLAIR TOTAL
ACTUAL TRANSACTIONS ACQUISITION(X) ACQUISITION PRO FORMA
-------- ------------ -------------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Net revenues........................................ $ 95,545 $52,637 $148,182
Operating expenses:
Station operating expenses........................ 64,296 33,618 $ (248)(D) 97,666
Depreciation and amortization..................... 10,019 8,896 2,081(Y) 20,996
Corporate general and administrative expenses..... 3,454 1,626 5,080(H)

Net expense (income) from time brokerage agreement
fees............................................ 652 $ (652)(I)
-------- -------- ------- -------- --------
Total operating expenses........................ 78,421 (652) 44,140 1,833 123,742
-------- -------- ------- -------- --------
Operating income (loss)............................. 17,124 652 8,497 (1,833) 24,440
Other expense (income):
Interest expense.................................. 6,246 (4)(Z) 9,738 4,831(AA) 20,811
Financing cost of Entercom-obligated mandatorily
redeemable convertible preferred securities of
Entercom Communications Capital Trust........... 4,688(L) 4,688
(Gains) loss on sale of assets.................... (467) 30 (30)(BB) (467)
Other non-operating expense (income).............. (599) (61) 61(CC) (599)
-------- -------- ------- -------- --------
Total other expense (income).................... 5,180 (4) 9,707 9,550 24,433
-------- -------- ------- -------- --------
Income (loss) before income taxes and extraordinary
item.............................................. 11,944 656 (1,210) (11,383) 7
Income taxes (benefit).............................. 5,374 (125)(R) (76) 76(S) 3
(5,246)(U)
Deferred income taxes for conversion from an S to a
C Corporation..................................... 79,845 (79,845)(DD)
-------- -------- ------- -------- --------
Income (loss) before extraordinary item............. $(73,275) $ 80,626 $(1,134) $ (6,213) $ 4
======== ======== ======= ======== ========
Income before income taxes and extraordinary item... $ 11,944
Pro forma income taxes.............................. 4,539
--------
Pro forma income before extraordinary item.......... $ 7,405
========
Pro forma earnings (loss) per share before
extraordinary item................................ $ 0.21 $ 0.00
======== ========
Weighted average common shares
outstanding -- basic.............................. 34,836 2,332(EE) 8,000(W) 45,168
</TABLE>

See accompanying notes to pro forma financial information.

35
<PAGE> 41

UNAUDITED PRO FORMA STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ADJUSTMENTS
ADJUSTMENTS FOR THE
FOR THE OFFERINGS
COMPLETED COMPLETED SINCLAIR AND SINCLAIR TOTAL
ACTUAL TRANSACTIONS(FF) TRANSACTIONS ACQUISITION(X) ACQUISITION PRO FORMA
-------- ---------------- ------------ -------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Net revenues...................... $183,820 $ 7,285 $110,747 $301,852
Operating expenses:
Station operating expenses...... 121,488 3,960 69,177 $ (492)(D) 194,133
Depreciation and amortization... 18,484 680 $ (395)(GG) 17,991 7,112(F) 43,872
Corporate general and
administrative expenses....... 6,569 2,545 3,580 12,694(H)
Net expense (income) from time
brokerage agreement fees...... 2,014 45 (2,059)(I)
-------- -------- -------- -------- -------- --------
Total operating
expenses............... 148,555 7,230 (2,454) 90,748 6,620 250,699
-------- -------- -------- -------- -------- --------
Operating income (loss)........... 35,265 55 2,454 19,999 (6,620) 51,153
Other expense (income):
Interest expense................ 17,466 (4,989)(HH) 18,141 10,997(II) 41,615
Financing cost of Entercom-
obligated mandatorily
redeemable convertible
preferred securities of
Entercom Communications
Capital Trust................. 9,375(L) 9,375
Adjustment to reflect indexing
of the convertible
subordinated note............. 17,748 (17,748)(M)
(Gains) loss on sale of
assets........................ (69,985) 69,518(JJ) (5,525) 5,525(O) (467)
Other non-operating expense
(income)...................... (125) (38) 38(CC) (125)
-------- -------- -------- -------- -------- --------
Total other expense
(income)............... (34,896) 46,781 12,578 25,935 50,398
-------- -------- -------- -------- -------- --------
Income (loss) before income taxes
and extraordinary item.......... 70,161 55 (44,327) 7,421 (32,555) 755
Income taxes (benefit)............ 5,964 21 (736)(R) 3,754 (3,754)(S) 302
(4,947)(U)
Deferred income taxes for
conversion from an S to a C
Corporation..................... 79,845 (79,845)(DD)
-------- -------- -------- -------- -------- --------
Income (loss) before extraordinary
item............................ $(15,648) $ 79,879 $(43,591) $ 3,667 $(23,854) $ 453
======== ======== ======== ======== ======== ========
Income before income taxes and
extraordinary item.............. $ 70,161
Pro forma income taxes............ 33,405
--------
Pro forma income before
extraordinary item.............. $ 36,756
========
Pro forma earnings per share
before extraordinary item....... $ 1.31 $ 0.01
======== ========
Weighted average common shares
outstanding -- basic............ 28,130 9,038(EE) 8,000(W) 45,168
</TABLE>

See accompanying notes to pro forma financial information.

36
<PAGE> 42

UNAUDITED PRO FORMA BALANCE SHEET

AS OF JUNE 30, 1999
(IN THOUSANDS)

<TABLE>
<CAPTION>
ADJUSTMENTS
FOR THE OFFERINGS
SINCLAIR AND SINCLAIR TOTAL PRO
ACTUAL ACQUISITION(KK) ACQUISITION FORMA
-------- --------------- ----------------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................... $ 8,713 $ 1,133 $ (1,133)(LL) $ 8,713
Accounts receivable, net..................... 45,160 21,501 (21,501)(LL) 45,160
Prepaid expenses and other................... 6,402 899 (899)(LL) 6,402
Other current assets......................... 2,091 2,784 (2,784)(LL) 2,091
-------- -------- --------- ----------
Total current assets...................... 62,366 26,317 (26,317) 62,366
Property and equipment, net.................... 52,760 31,971 20,279(MM) 105,010
Intangible and other assets, net............... 556,501 374,872 397,378(MM) 1,332,119
5,000(NN)
(1,632)(OO)
-------- -------- --------- ----------
Total assets.............................. $671,627 $433,160 $ 394,708 $1,499,495
======== ======== ========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued
expenses.................................. $ 24,949 $ 8,219 $ (8,219)(LL) $ 24,949
Current portion of long-term debt............ 10 10
-------- -------- --------- ----------
Total current liabilities.................... 24,959 8,219 (8,219) 24,959
Senior debt.................................... 166,266 331,325 (331,325)(LL) 554,766
388,500(NN)
Other long-term liabilities.................... 83,516 9,020 (9,020)(LL) 87,258
(653)(OO)
4,395(PP)
-------- -------- --------- ----------
Total liabilities......................... 274,741 348,564 43,678 666,983
Entercom-obligated mandatorily redeemable
convertible preferred securities of Entercom
Communications Capital Trust................. 150,000(NN) 150,000
Shareholders' equity:
Common Stock -- Class A...................... 249 80(NN) 329
Common Stock -- Class B...................... 105 105
Common Stock -- Class C...................... 17 17
Additional Paid-in Capital................... 468,239 90,000 290,920(NN) 759,159
(90,000)(LL)
Retained Earnings............................ (71,501) (5,404) (4,395)(PP) (76,875)
(979)(OO)
5,404(LL)
Unearned compensation........................ (223) (223)
-------- -------- --------- ----------
Total shareholders' equity................ 396,886 84,596 201,030 682,512
-------- -------- --------- ----------
Total liabilities and shareholders'
equity............................... $671,627 $433,160 $ 394,708 $1,499,495
======== ======== ========= ==========
</TABLE>

See accompanying notes to pro forma financial information.

37
<PAGE> 43

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS)

(A) The column represents (1) the results of operations of KFXX-AM, KKSN-FM
and KRSK-FM in Portland and WBBF-FM, WBEE-FM, WQRV-FM and WEZO-AM in
Rochester from October 1, 1997 through February 28, 1998, when we began
operating the stations under time brokerage agreements, (2) the results
of operations of WDAF-AM and KUDL-FM in Kansas City and KCTC-AM in
Sacramento from October 1, 1997 through December 31, 1997, (3) the
results of operations of WSKY-FM in Gainesville, KSSJ-FM in Sacramento
and KBAM-AM and KRQT-FM in Longview/Kelso from October 1, 1997 through
May 7, 1998, when we acquired the stations, (4) the disposition of
KLOU-FM in St. Louis, (5) the exchange of broadcast frequency and
transmission facilities of our Kansas City station, KCMO-AM, for those of
another Kansas City station, WHB-AM, (6) the exchange of certain assets
of our Sacramento station, KRXQ-FM, for those of KRAK-FM, another
Sacramento station, (7) the results of operations of WEEI-AM and WRKO-AM
in Boston from October 1, 1997 through September 20, 1998, when we began
operating the stations under time brokerage agreements, (8) the results
of operations of WQSX-FM, WAAF-FM and WWTM-AM in Boston from October 1,
1997 through September 22, 1998, when we began operating the stations
under time brokerage agreements, and (9) the disposition of WYUU-FM and
WLLD-FM in Tampa.

(B) The column represents the results of operations of the Sinclair stations
for the year ended December 31, 1998.

(C) The adjustment reflects the operations of Max Media for the nine months
ended June 30, 1998, and Heritage Media Services, Inc. for the five
months ended February 28, 1998, which are not included in the historical
Sinclair operations, net of the operations of divested stations which are
included in the historical Sinclair operations.

(D) The adjustment reflects the elimination of time brokerage agreement fees
paid in connection with the operation of radio stations in New Orleans
and Greenville/ Spartanburg.

(E) The adjustment reflects the change in depreciation and amortization
arising from an increase in property, equipment, FCC licenses and
intangibles, as a result of the completed transactions, offset by a
decrease in those assets as a result of various dispositions and the
establishment of new estimated useful lives of the acquired assets. Under
our standard accounting policies, property and equipment are depreciated
over periods of five to twenty years, and FCC licenses and intangibles
are amortized over forty years. The adjustment consists of a decrease of
$1,501 in depreciation related to property and equipment, an increase of
$212 in amortization related to intangibles and a decrease of $107 in
amortization related to other intangibles.

(F) The adjustment reflects the change in depreciation and amortization
arising from an increase in property, equipment, FCC licensee and
intangibles, as a result of the Sinclair acquisition, offset by a
decrease in those assets as a result of various dispositions and the
establishment of new estimated useful lives of the acquired assets. Under
our standard accounting policies, property and equipment are

38
<PAGE> 44
depreciated over periods of five to twenty years, and FCC licenses and
intangibles are amortized over forty years. The adjustment consists of a
decrease of $1,141 in depreciation related to property and equipment, an
increase of $9,114 in amortization related to intangibles and a decrease
of $861 in amortization related to other intangibles.

(G) The adjustment reflects additional amortization arising as a result of
our purchase for $3.4 million of the remaining 1% limited partnership
interest in ECI License Company, L.P.

(H) These amounts represent, in aggregate, our actual corporate general and
administrative expenses, plus the historical corporate general and
administrative expenses allocated by the respective sellers to (1) the
stations included in the completed transactions, and (2) the portfolio of
stations we are purchasing in the Sinclair acquisition.

However, in both acquisitions we did not assume the corporate general and
administrative expenses relating to personnel, assets or obligations of
the respective sellers. We believe that due to operating efficiencies, our
incremental corporate general and administrative expenses relating to the
operation of the acquired stations prior to the respective dates of
acquisition would have been less than the amounts reported by the
respective sellers.

(I) The adjustment reflects the elimination of net expense (income) from
time brokerage agreement fees related to the operations of the stations
under time brokerage agreements pending the consummation of purchase or
sale.

(J) The adjustment reflects interest expense, based on an assumed rate of
7.50%, as if the completed transactions, the S corporation conversion and
our distribution to our S corporation shareholders, the conversion of the
Chase Capital convertible subordinated note and our initial public
offering were completed on October 1, 1997, net of historical interest
expense. The calculation of interest assumes an outstanding indebtedness
under the amended or replacement credit facility of $168,500 consisting
of (1) $253,500 of previously incurred indebtedness, less (2) net
proceeds of $236,200 from our initial public offering, plus (3) $135,000
in additional indebtedness incurred to fund the Boston transactions, less
(4) $75,000 reduction in indebtedness following the application of
proceeds from the sale of WYUU-FM and WLLD-FM in Tampa, plus (5) $88,100
in additional indebtedness to fund the distribution to our S corporation
shareholders, plus (6) $3,100 in additional indebtedness to fund the
purchase of the remaining 1% limited partnership interest in ECI License
Company, L.P. A change in interest rates of 1/8% will change interest
expense by $211. The net adjustment is computed as follows:

<TABLE>
<S> <C>
Credit facility............................................. $12,637
Other indebtedness.......................................... 15
-------
Pro forma interest expense................................ 12,652
Historical interest expense................................. (14,677)
-------
Net adjustment............................................ $(2,025)
=======
</TABLE>

39
<PAGE> 45

(K) The adjustment reflects interest expense, based on an assumed rate of
7.50% as if the offerings and the Sinclair acquisition were completed on
October 1, 1997, net of historical interest expense. The calculation of
interest assumes additional outstanding indebtedness under the amended or
replacement credit facility of $388,500 after using the proceeds of
$145,000 from this offering, net of estimated fees and expenses, and
$291,000 from the issuance of Class A common stock in the concurrent
offering, net of estimated fees and expenses. A change in interest rates
of 1/8% will change interest expense by $486. The net adjustment is
computed as follows:

<TABLE>
<S> <C>
Credit facility pro forma interest expense............ $ 29,138
Historical interest expense........................... (16,659)
--------
Net adjustment...................................... $ 12,479
========
</TABLE>

(L) The adjustment reflects the financing cost at an assumed rate of 6.25% on
the TIDES issued in this offering.

(M) The adjustment reflects the elimination of the adjustment to reflect
indexing of the convertible subordinated note due to the conversion of the
note.

(N) The adjustment reflects the elimination of the historical loss on asset
sale recorded by CBS.

(O) The adjustment reflects the elimination of the historical gain on asset
sale recorded by Sinclair.

(P) The adjustment reflects the elimination of the gain on the sale of the
Vancouver license rights.

(Q) The adjustment reflects the elimination of the minority interest in the
income of ECI License Company, LP, as a result of the purchase of the 1%
interest in that limited partnership.

(R) The adjustment reflects the elimination of state taxes incurred while we
were an S corporation.

(S) The adjustment reflects the elimination of Sinclair's income tax expense.

(T) The adjustment reflects our income tax expense as if we were a C
corporation with an effective tax rate of 38%.

(U) The adjustment reflects the effect of the increase in our effective tax
rate from 38% to 40% as a result of the Sinclair acquisition.

(V) The adjustment reflects (1) an increase of 11,300 in the number of shares
of common stock due to the initial public offering and 4,323 due to the
conversion of the Chase Capital convertible subordinated note into common
stock and (2) a decrease of 694 in the incremental number of shares of
common stock attributable to the amount of capital in excess of current
year earnings proposed to be distributed to the S corporation
shareholders.

(W) The adjustment reflects the increase in number of shares of common stock
issued for the concurrent Class A common stock offering.

40
<PAGE> 46

(X) The column reflects the results of operations of the Sinclair stations
for the periods ended June 30, 1999.

(Y) The adjustment reflects the change in depreciation and amortization
arising from an increase in property, equipment, FCC licenses and
intangibles, as a result of the Sinclair acquisition, offset by a
decrease in those assets as a result of various dispositions and the
establishment of new estimated useful lives of the acquired assets. Under
our standard accounting policies, property and equipment are depreciated
over periods of five to twenty years, and FCC licenses and intangibles
are amortized over forty years. The adjustment consists of a decrease of
$571 in depreciation related to property and equipment, an increase of
$4,557 in amortization related to intangibles and a decrease of $1,905 in
amortization related to other intangibles.

(Z) The adjustment reflects interest expense, based on an assumed rate of
7.50%, as if the completed transactions, the S corporation conversion and
our distribution to our S corporation shareholders, the conversion of the
Chase Capital convertible subordinated note and our initial public
offering were completed on January 1, 1999, net of historical interest
expense. The calculation of interest assumes an outstanding indebtedness
under the amended or replacement credit facility of $166,266. A change in
interest rates of 1/8% will change interest expense by $104. The net
adjustment is computed as follows:

<TABLE>
<S> <C>
Credit facility............................................. $ 6,235
Other indebtedness.......................................... 7
-------
Pro forma interest expense........................... 6,242
Historical interest expense................................. (6,246)
-------
Net adjustment....................................... $ (4)
=======
</TABLE>

(AA) The adjustment reflects interest expense, based on an assumed rate of
7.50% as if the offerings and the Sinclair acquisition were completed on
January 1, 1999, net of historical interest expense. The calculation of
interest assumes additional outstanding indebtedness under the amended or
replacement credit facility of $388,500 after using the proceeds of
$145,000 from this offering, net of estimated fees and expenses, and
$291,000 from the issuance of Class A common stock in the concurrent
offering, net of estimated fees and expenses. A change in interest rates
of 1/8% will change interest expense by $243. The net adjustment is
computed as follows:

<TABLE>
<S> <C>
Credit facility pro forma interest expense.................. 14,569
Historical interest expense................................. (9,738)
-------
Net adjustment............................................ 4,831
=======
</TABLE>

(BB) The adjustment reflects the elimination of the historical loss on asset
sale recorded by Sinclair.

(CC) The adjustment reflects the elimination of the historical other
non-operating expense (income) recorded by Sinclair.

41
<PAGE> 47

(DD) The adjustment reflects the elimination of deferred income taxes which
were recognized as a result of our conversion from an S corporation to a C
corporation.

(EE) The adjustment reflects the number of weighted average common shares
outstanding as if the shares were outstanding during the entire period
presented.

(FF) The column reflects (1) the exchange of broadcast frequency and
transmission facilities of our Kansas City station, KCMO-AM, for those of
another Kansas City station, WHB-AM, (2) the exchange of certain assets of
our Sacramento station, KRXQ-FM, for those of KRAK-FM, (3) the results of
operations of WEEI-AM, and WRKO-AM in Boston from July 1, 1998 through
September 20, 1998, when we began operating the stations under time
brokerage agreements, (4) the results of operations of WQSX-FM, WAAF-FM
and WWTM-AM in Boston from July 1, 1998 through September 22, 1998, when
we began operating the stations under time brokerage agreements and (5)
the disposition of WYUU-FM and WLLD-FM in Tampa.

(GG) The adjustment reflects the change in depreciation and amortization
arising from an increase in property, equipment, FCC licenses and
intangibles, as a result of the completed transactions, offset by a
decrease in those assets as a result of various dispositions and the
establishment of new estimated useful lives of the acquired assets. Under
our standard accounting policies, property and equipment are depreciated
over periods of five to twenty years, and FCC licenses and intangibles are
amortized over forty years. The adjustment consists of a decrease of $425
in depreciation related to property and equipment, an increase of $60 in
amortization related to intangibles and a decrease of $30 in amortization
related to other intangibles.

(HH) The adjustment reflects interest expense, based on an assumed rate of
7.50%, as if the completed transactions, the S corporation conversion and
our distribution to our S corporation shareholders, the conversion of the
Chase Capital convertible subordinated note and our initial public
offering were completed on July 1, 1998, net of historical interest
expense. The calculation of interest assumes an outstanding indebtedness
of $166,266 under the amended or replacement credit facility. A change in
interest rates of 1/8% will change interest expense by $208. The net
adjustment is computed as follows:

<TABLE>
<S> <C>
Credit facility........................................ $ 12,470
Other indebtedness..................................... 7
--------
Pro forma interest expense..................... 12,477
Historical interest expense............................ (17,466)
--------
Net adjustment................................. $ (4,989)
========
</TABLE>

(II) The adjustment reflects interest expense under the current credit
facility, based on an assumed rate of 7.50%, as if the offerings and the
Sinclair acquisition were completed on July 1, 1998, net of historical
interest expense. The calculation of interest assumes additional
outstanding indebtedness under the amended or replacement credit facility
of $388,500 after using the proceeds of $145,000 from this offering, net
of estimated fees and expenses, and $291,000 from the issuance of Class A
common stock in the concurrent offering, net of estimated fees and

42
<PAGE> 48

expenses. A change in interest rates of 1/8% will change interest
expense by $486. The net adjustment is computed as follows:

<TABLE>
<S> <C>
Credit facility pro forma interest expense............. $ 29,138
Historical interest expense............................ (18,141)
--------
Net adjustment................................. $ 10,997
========
</TABLE>

(JJ) The adjustment reflects the elimination of the historical gain on the
Tampa transaction.

(KK) The column reflects the balance sheets of the Sinclair stations as of June
30, 1999.

(LL) The adjustment reflects the elimination of certain historical balances
which are not being purchased or assumed by us in the Sinclair
acquisition.

(MM) The adjustment reflects the estimated allocation of the purchase price of
the Sinclair acquisition to the assets acquired resulting in adjustments to
the property and equipment and intangibles and other assets to their
estimated fair values associated with the acquisition as follows:

<TABLE>
<CAPTION>
ESTIMATED
ALLOCATION OF CARRYING
PURCHASE PRICE VALUE ADJUSTMENTS
-------------- -------- -----------
<S> <C> <C> <C>
Property and equipment, net........ $ 52,250 $ 31,971 $ 20,279
Intangibles and other assets,
net.............................. 772,250 374,872 397,378
-------- -------- --------
Total purchase price.......... $824,500 $406,843 $417,657
======== ======== ========
</TABLE>

(NN) The adjustment represents the increase in debt necessary to fund the
Sinclair acquisition after using the net proceeds of $145,000 from this
offering, net of estimated fees and expenses, and $291,000 from the
issuance of Class A common stock in the concurrent offering, net of
estimated fees and expenses.

(OO) The adjustment reflects the write-off of deferred financing costs related
to the current credit facility.

(PP) The adjustment reflects the effect of the increase in our effective tax
rate from 38% to 40% as a result of the Sinclair acquisition.

43
<PAGE> 49

SELECTED HISTORICAL FINANCIAL DATA

We have derived the selected operating data shown below for the years ended
September 30, 1996, 1997 and 1998 and the balance sheet data shown below as of
September 30, 1997 and 1998 from our audited consolidated financial statements
included elsewhere in this prospectus. We have derived the selected operating
data shown below for the years ended September 30, 1994 and 1995 and the balance
sheet data shown below as of September 30, 1994, 1995 and 1996 from our audited
financial statements, which are not included in this prospectus. We have derived
the selected operating data shown below for the three months ended December 31,
1997, the three month transition period ended December 31, 1998 and the six
months ended June 30, 1998 and 1999 and the balance sheet data shown below as of
December 31, 1998 and June 30, 1999 from our unaudited financial statements
included elsewhere in this prospectus. We have derived the balance sheet data
shown below as of December 31, 1997 and June 30, 1998 from our unaudited
financial statements, which are not included in this prospectus.

- Historically, we operated with an October 1st to September 30th fiscal
year. Effective January 1, 1999, we changed for financial reporting
purposes from a fiscal year ending September 30th to a fiscal year ending
December 31st. Accordingly, the selected historical financial data
includes information as of, and for the three month transition period
ended, December 31, 1998 and the three months ended December 31, 1997.

- We retroactively restated our fiscal 1997 and 1998 consolidated financial
statements to reflect the Chase Capital convertible subordinated note as
an indexed debt instrument. We determined the adjustment as of the end of
each relevant period by subtracting the sum of principal and accrued
interest on the note from the fair value of the shares of our common
stock into which the note was convertible. Immediately prior to our
initial public offering, Chase Capital converted the note into 2,327,500
shares of our Class A common stock and 1,995,669 shares of our Class C
common stock. The Chase Capital convertible subordinated note has been
retired and we have no further obligation with respect to the note.

- Before completing our initial public offering, we were an S corporation,
and accordingly, we were not liable for federal and certain state
corporate income taxes. Instead, our shareholders included our taxable
income or loss in their federal and certain state income tax returns.
Immediately before our initial public offering, we became a C
corporation, and accordingly, we are now subject to federal and certain
state corporate income taxes. The pro forma amounts shown in the table
reflect provisions for state and federal income taxes, applied to income
before income taxes and extraordinary item, as if we had been taxed as a
C corporation. These pro forma amounts exclude the effect of the
adjustment to reflect indexing of the Chase Capital convertible
subordinated note because the amount of this adjustment is not tax
deductible.

- For purposes of our historical financial statements, the term "pro forma"
refers solely to the adjustments arising from our conversion from an S
corporation to a

44
<PAGE> 50
C corporation. It does not refer to any of the other adjustments
described under "Prospectus Summary -- Summary Pro Forma Financial
Information" and "Unaudited Pro Forma Financial Information."

- Broadcast cash flow consists of operating income before depreciation and
amortization, corporate general and administrative expenses and net
expense (income) from time brokerage agreement fees.

- Broadcast cash flow margin represents broadcast cash flow as a percentage
of net revenue.

- EBITDA before net expense (income) from time brokerage agreement fees
consists of operating income before depreciation and amortization,
non-cash compensation expense (which is included in corporate general and
administrative expenses) and net expense (income) from time brokerage
agreement fees.

- Pro forma after-tax cash flow consists of pro forma income before
extraordinary item minus gains on sale of assets (net of tax) plus the
following: depreciation and amortization, non-cash compensation expense
(which is included in corporate general and administrative expense),
adjustment to reflect indexing of the convertible subordinated note and
deferred tax provision (or minus deferred tax benefit).

The comparability of the historical financial data reflected below has been
significantly impacted by acquisitions and dispositions. You should read
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and the related notes
included elsewhere in this prospectus.

45
<PAGE> 51

The comparability of the following selected historical financial data has
been significantly impacted by acquisitions and dispositions. You should read
the selected financial data together with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and our consolidated financial
statements and the related notes included elsewhere in this prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, DECEMBER 31, JUNE 30,
------------------------------------------------------ ------------------- -------------------
1994 1995 1996 1997 1998 1997 1998 1998 1999
-------- ------- ------- ---------- ---------- -------- -------- --------- -------
(RESTATED) (RESTATED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Net revenues................. $ 29,137 $35,893 $48,675 $ 93,862 $132,998 $ 28,399 $ 47,363 $ 63,687 $95,545
Operating expenses:
Station operating
expenses................. 21,520 24,061 31,659 61,280 88,599 18,868 29,990 42,749 64,296
Depreciation and
amortization............. 2,248 2,225 2,960 7,685 13,066 2,880 4,358 6,079 10,019
Corporate general and
administrative
expenses................. 2,300 2,535 2,872 3,249 4,527 849 1,850 2,193 3,454
Net expense (income) from
time brokerage agreement
fees..................... -- 603 (879) (476) 2,399 -- 1,236 2,273 652
-------- ------- ------- --------- -------- -------- -------- --------- -------
Total operating
expenses............... 26,068 29,424 36,612 71,738 108,591 22,597 37,434 53,294 78,421
-------- ------- ------- --------- -------- -------- -------- --------- -------
Operating income............. 3,069 6,469 12,063 22,124 24,407 5,802 9,929 10,393 17,124
Other expense (income):
Interest expense........... 1,648 1,992 5,196 11,388 14,663 2,996 5,732 6,179 6,246
Adjustment to reflect
indexing of the
convertible subordinated
note..................... -- -- -- 29,070 8,841 14,903 29,503 5,693 --
(Gains) on sale of
assets................... (20,545) (228) (119) (197,097) (8,661) (43) (69,648) (8,748) (467)
Other non-operating expense
(income)................. 52 (100) (67) 1,504 (328) (102) 577 (123) (599)
-------- ------- ------- --------- -------- -------- -------- --------- -------
Total other expense
(income)............... (18,845) 1,664 5,010 (155,135) 14,515 17,754 (33,836) 3,001 5,180
-------- ------- ------- --------- -------- -------- -------- --------- -------
Income (loss) before income
taxes and extraordinary
item....................... 21,914 4,805 7,053 177,259 9,892 (11,952) 43,765 7,392 11,944
Pro forma income taxes....... 8,327 1,826 2,680 78,405 7,119 1,121 27,842 4,972 4,539
Pro forma income (loss)
before extraordinary
item....................... 13,587 2,979 4,373 98,854 2,773 (13,073) 15,923 2,420 7,405
Extraordinary item, net of
tax benefit................ -- 219 348 -- 1,488 -- -- 1,489 --
-------- ------- ------- --------- -------- -------- -------- --------- -------
Pro forma net income
(loss)..................... $ 13,587 $ 2,670 $ 4,025 $ 98,854 $ 1,285 $(13,073) $ 15,923 $ 931 $ 7,405
======== ======= ======= ========= ======== ======== ======== ========= =======
Pro forma earnings (loss) per
share before extraordinary
item....................... $ 0.62 $ 0.14 $ 0.20 $ 4.59 $ 0.12 $ (0.61) $ 0.64 $ 0.11 $ 0.21
Pro forma diluted earnings
(loss) per share before
extraordinary items........ 0.62 0.14 0.20 4.59 0.12 (0.61) 0.64 0.11 0.21
Weighted average common
shares
outstanding -- basic....... 21,534 21,534 21,534 21,534 22,239 21,534 24,742 21,534 34,836
Weighted average common
shares
outstanding -- diluted..... 21,534 21,534 21,534 21,534 22,239 21,534 24,742 21,534 35,251
BALANCE SHEET DATA (AT END OF
PERIOD):
Cash and cash equivalents.... $ 1,513 $ 1,564 $ 5,292 $ 3,626 $ 6,666 $ 3,497 $ 6,469 $ 6,094 $ 8,713
Intangibles and other
assets..................... 5,552 29,548 119,269 300,029 428,763 313,889 505,825 428,543 556,501
Total assets................. 19,368 52,209 150,575 364,743 522,945 378,138 681,034 513,445 671,627
Senior debt, including
current portion............ 15,250 46,554 111,000 117,000 253,784 127,000 330,281 251,785 166,276
Total shareholders' equity... 427 828 5,079 179,019 182,970 166,986 225,467 169,509 396,886
OTHER DATA:
Broadcast cash flow.......... $ 7,617 $11,832 $17,016 $ 32,582 $ 44,399 $ 9,531 $ 17,373 $ 20,938 $31,249
Broadcast cash flow margin... 26.1% 33.0% 35.0% 34.7% 33.4% 33.6% 36.6% 32.9% 32.7%
EBITDA before net expense
(income) from time
brokerage agreement fees... $ 5,317 $ 9,297 $14,144 $ 29,333 $ 39,872 $ 8,682 $ 15,523 $ 18,745 $28,012
Pro forma after-tax cash
flow....................... 2,678 4,526 7,311 16,590 21,028 5,003 7,985 9,563 20,215
Cash flows related to:
Operating activities....... 3,950 1,182 12,773 8,859 23,019 7,341 11,158 5,778 8,204
Investing activities....... 23,787 (28,636) (96,502) (13,695) (153,651) (17,470) (86,894) (125,565) 10,001
Financing activities....... (27,161) 27,505 87,457 3,170 133,672 10,000 75,539 122,384 (15,961)
</TABLE>

46
<PAGE> 52

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with the financial
statements and related notes included elsewhere in this prospectus. The results
discussed below are not necessarily indicative of the results to be expected in
any future periods. This discussion contains forward-looking statements. See
"Special Note Regarding Forward-Looking Statements" for further information
about forward-looking statements.

GENERAL

A radio broadcasting company derives its revenues primarily from the sale
of broadcasting time to local and national advertisers. The advertising rates
that a radio station is able to charge and the number of advertisements that can
be broadcast without jeopardizing listener levels largely determine those
revenues. Advertising rates are primarily based on three factors:

- a station's audience share in the demographic groups targeted by
advertisers, as measured principally by quarterly reports issued by The
Arbitron Ratings Company;

- the number of radio stations in the market competing for the same
demographic groups; and

- the supply of and demand for radio advertising time.

In fiscal 1998, we generated 76.2% of our revenues from local advertising,
which is sold primarily by each individual local radio station's sales staff,
and 22.6% from national spot advertising, which is sold by independent
advertising sales representatives. We generated the balance of our 1998 revenues
principally from network advertising and rental income from tower sites.

We include revenues recognized under a time brokerage agreement or similar
sales agreement for stations operated by us prior to acquiring the stations in
net revenues, while we reflect operating expenses associated with these stations
in station operating expenses. Consequently, there is no difference in the
method of revenue and operating expense recognition between a station operated
by us under a time brokerage agreement or similar sales agreement and a station
owned and operated by us.

Several factors may adversely affect a radio broadcasting company's
performance in any given period. In the radio broadcasting industry, seasonal
revenue fluctuations are common and are due primarily to variations in
advertising expenditures by local and national advertisers. Typically, revenues
are lowest in the first calendar quarter of the year. We generally incur
advertising and promotional expenses to increase "listenership" and Arbitron
ratings. However, because Arbitron reports ratings quarterly, any increased
ratings and therefore increased advertising revenues tend to lag behind the
incurrence of advertising and promotional spending.

In the broadcasting industry, radio stations often utilize trade or barter
agreements to reduce expenses by exchanging advertising time for goods or
services. In order to maximize cash revenue from our spot inventory, we minimize
our use of trade agreements and during the past five years have held barter
revenues under 2.0% of our gross revenues and barter related broadcast cash flow
under 0.4% of our broadcast cash flow.

47
<PAGE> 53

We calculate "same station" growth by (1) comparing the performance of
stations operated by us throughout a relevant quarter to the performance of
those same stations (whether or not operated by us) in the prior year's
corresponding quarter, excluding the effect of barter revenues and expenses and
discontinued operations and (2) averaging those growth rates for the period
presented. "Same station broadcast cash flow margin" is the broadcast cash flow
margin of the stations included in our same station calculations. For purposes
of the following discussion, pro forma net income represents historical income
before income taxes and extraordinary item adjusted as if we were treated as a C
corporation during all relevant periods at an effective tax rate of 38%, applied
to income before income taxes and extraordinary item, excluding the adjustment
to reflect indexing of the convertible subordinated note (as that adjustment is
not tax-deductible), and excluding extraordinary item, net of pro forma taxes.

Our net revenues and broadcast cash flow have grown significantly on both a
total and same station basis. Net revenues grew at a compound annual rate of
96.8% from an actual $35.9 million in fiscal 1995 to a pro forma $273.8 million
in fiscal 1998. Broadcast cash flow grew at a compound annual rate of 98.0% from
an actual $11.8 million in fiscal 1995 to a pro forma $91.6 million in fiscal
1998. During this same period, we grew our same station net revenues and
broadcast cash flow at average annual rates of 15.0% and 36.4%, respectively. In
addition, our pro forma after-tax cash flow grew at a compound annual rate of
126.2% from an actual $4.5 million in fiscal 1995 to a pro forma $52.1 million
in fiscal 1998.

Because of our significant acquisition and divestiture activities, our pro
forma 1998 and 1999 results differ materially from our actual 1998 and 1999
results.

RESULTS OF OPERATIONS

Historically, we operated with an October 1st to September 30th fiscal
year. Effective January 1, 1999, we changed for financial reporting purposes
from a fiscal year ending September 30th to a fiscal year ending December 31st.
Accordingly, the following results of operations includes a discussion of the
three month transition period ended December 31, 1998 compared to the three
months ended December 31, 1997.

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

NET REVENUES. Net revenues increased 50.0% to $95.5 million for the six
months ended June 30, 1999 from $63.7 million for the six months ended June 30,
1998. Of the increase, $35.6 million is attributable to stations that we
acquired or that we were in the process of acquiring since January 1, 1998,
offset by $2.3 million for stations that we divested or that we were in the
process of divesting during the same period. On a same station basis, net
revenues increased 15.5% to $94.5 million from $81.9 million. Same station
revenue growth was led by increases in Boston, Seattle and Kansas City due to
improved selling efforts and Sacramento due to our strategic realignment of our
station formats.

STATION OPERATING EXPENSES. Station operating expenses increased 50.4% to
$64.3 million for the six months ended June 30, 1999 from $42.7 million for the
six months ended June 30, 1998. Of the increase, $22.0 million is attributable
to stations that we acquired or that we were in the process of acquiring since
January 1, 1998, offset by $1.8 million for stations that we divested or that we
were in the process of divesting during the

48
<PAGE> 54

same period. On a same station basis, station operating expenses increased 6.4%
to $63.3 million from $59.6 million.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
64.8% to $10.0 million for the six months ended June 30, 1999 from $6.1 million
for the six months ended June 30, 1998. The increase was mainly attributable to
our acquisitions net of divestitures since January 1, 1998.

CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES. Corporate general and
administrative expenses increased 57.5% to $3.5 million for the six months ended
June 30, 1999 from $2.2 million for the six months ended June 30, 1998. The
increase was mainly attributable to higher administrative expenses associated
with supporting our growth and increasing staff and expenses to operate as a
public company. Also included in the current period is $0.2 million in non-cash
stock-based compensation expense.

INTEREST EXPENSE. Interest expense increased 1.1% to $6.3 million for the
six months ended June 30, 1999 from $6.2 million for the six months ended June
30, 1998. The increase was mainly attributable to indebtedness that we incurred
in connection with our acquisitions offset by the proceeds from our initial
public offering, which were used to reduce debt.

INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM. Income before income
taxes and extraordinary item increased 61.6% to $11.9 million for the six months
ended June 30, 1999 from $7.4 million for the six months ended June 30, 1998.
The net change is caused by (1) a decrease in income of $8.3 million due to a
decrease in gains on sale of assets; (2) an increase in income of $5.7 million
due to a decrease in expense because the convertible subordinated note was
converted and therefore there was no adjustment during the 1999 period to
reflect indexing; (3) an increase in income of $5.1 million due to increases in
revenues from existing stations and improved revenues and expense management
from newly acquired stations; and (4) an increase in income of $1.6 million due
to a decrease in net expense (income) from time brokerage agreement fees.

EXTRAORDINARY ITEM, NET OF TAX BENEFIT. The extraordinary item for the six
months ended June 30, 1998 resulted from the write-off of $1.5 million of
unamortized finance charges due to the early extinguishment of debt, which
resulted from the refinancing of our credit facility.

PRO FORMA NET INCOME. As a result of the factors described above, pro
forma net income increased to $7.4 million for the six months ended June 30,
1999 from $0.9 million for the six months ended June 30, 1998. The net change is
caused by (1) an increase in income of $3.2 million, net of tax, primarily
attributable to an improvement in operating income due to increases in revenues
from existing stations and improved revenues and expense management from newly
acquired stations; (2) an increase in income of $0.6 million due to the
difference between a $5.7 million, decrease in the expense for the adjustment to
reflect indexing of the convertible subordinated note and a $5.1 million, net of
tax, decrease in gains on sale of assets; (3) an increase in income of $1.5
million, net of tax, due to a decrease in the extraordinary item; and (4) an
increase in income of $1.0 million, net of tax, due to a decrease in net expense
(income) from time brokerage agreement fees.

BROADCAST CASH FLOW. Broadcast cash flow increased 49.2% to $31.3 million
for the six months ended June 30, 1999 from $20.9 million for the six months
ended June 30, 1998. Of the increase, $5.4 million is attributable to stations
that we acquired or that we

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<PAGE> 55

were in the process of acquiring since January 1, 1998, offset by $0.5 million
for stations that we divested or that we were in the process of divesting during
the same period. On a same station basis, broadcast cash flow increased 39.9% to
$31.2 million from $22.3 million.

Our broadcast cash flow margin declined to 32.7% for the six months ended
June 30, 1999 from 32.9% for the six months ended June 30, 1998. The decrease is
attributable to lower margins associated with newly acquired stations. On a same
station basis, broadcast cash flow margin increased to 33.0% from 27.2%.

PRO FORMA AFTER-TAX CASH FLOW. Pro forma after-tax cash flow increased
111.4% to $20.2 million for the six months ended June 30, 1999 from $9.6 million
for the six months ended June 30, 1998. The increase is attributable to improved
operations of existing stations and the net effect of newly acquired properties,
taking into consideration pro forma income taxes as though we had reported as a
C corporation during the periods presented, respectively. The amount of the
deferred pro forma income tax expense, excluding the amount of the current pro
forma income tax expenses, was $3.0 million and $3.2 million for the six months
ended June 30, 1999 and 1998, respectively.

THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 1997

NET REVENUES. Net revenues increased 66.8% to $47.4 million for the three
months ended December 31, 1998 from $28.4 million for the three months ended
December 31, 1997. Of the increase, $17.9 million is attributable to stations
that we acquired or that we were in the process of acquiring since October 1,
1997, offset by $2.7 million for stations that we divested or that we were in
the process of divesting during the same period. On a same station basis, net
revenues increased 16.5% to $46.9 million from $40.3 million. Same station
revenue growth was led by increases in Boston, Seattle, Kansas City and Portland
due to improved selling efforts.

STATION OPERATING EXPENSES. Station operating expenses increased 58.9% to
$30.0 million for the three months ended December 31, 1998 from $18.9 million
for the three months ended December 31, 1997. Of the increase, $11.3 million is
attributable to stations that we acquired or that we were in the process of
acquiring since October 1, 1997, offset by $1.6 million for stations that we
divested or that we were in the process of divesting during the same period. On
a same station basis, station operating expenses increased 3.4% to $29.4 million
from $28.4 million.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
51.3% to $4.4 million for the three months ended December 31, 1998 from $2.9
million for the three months ended December 31, 1997. The increase was mainly
attributable to our acquisitions net of divestitures since October 1, 1997.

CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES. Corporate general and
administrative expenses increased 117.9% to $1.9 million for the three months
ended December 31, 1998 from $0.8 million for the three months ended December
31, 1997. The increase was mainly attributable to higher administrative expenses
associated with supporting our growth and increasing staff and expenses to
operate as a public company.

INTEREST EXPENSE. Interest expense increased 91.3% to $5.7 million for the
three months ended December 31, 1998 from $3.0 million for the three months
ended

50
<PAGE> 56

December 31, 1997. The increase was mainly attributable to indebtedness that we
incurred in connection with our acquisitions.

INCOME (LOSS) BEFORE INCOME TAXES. Income (loss) before income taxes
increased to $43.8 million for the three months ended December 31, 1998 from a
loss of $12.0 million for the three months ended December 31, 1997. Of the
increase, $69.6 million is attributable to gains on the sale of assets from our
disposition of stations in the Tampa radio market during the three months ended
December 31, 1998, offset by $14.6 million which is attributable to an increase
in expense resulting from an adjustment to reflect indexing of the convertible
subordinated note. We do not expect to recognize such significant gains on the
sale of assets in the future.

BROADCAST CASH FLOW. Broadcast cash flow increased 82.3% to $17.4 million
for the three months ended December 31, 1998 from $9.5 million for the three
months ended December 31, 1997. Of the increase, $6.9 million is attributable to
stations that we acquired or that we were in the process of acquiring since
October 1, 1997, offset by $1.1 million for stations that we divested or that we
were in the process of divesting during the same period. On a same station
basis, broadcast cash flow increased 48.0% to $17.5 million from $11.8 million.

Our broadcast cash flow margin increased to 36.6% for the three months
ended December 31, 1998 from 33.6% for the three months ended December 31, 1997.
The increase is attributable to improved revenues and expense management
associated with newly acquired stations. On a same station basis, broadcast cash
flow margin increased to 37.4% from 29.4%.

PRO FORMA AFTER-TAX CASH FLOW. Pro forma after-tax cash flow increased
59.6% to $8.0 million for the three months ended December 30, 1998 from $5.0
million for the three months ended December 31, 1997. The increase is
attributable to improved operations of existing stations and the net effect of
newly acquired properties, taking into consideration pro forma income taxes as
though we had reported as a C corporation.

FISCAL YEAR ENDED SEPTEMBER 30, 1998 COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 1997

NET REVENUES. Net revenues increased 41.7% to $133.0 million for the year
ended September 30, 1998 from $93.9 million for the year ended September 30,
1997. Of the increase, $20.3 million is attributable to stations that we
acquired or that we were in the process of acquiring since October 1, 1997,
offset by $5.8 million for stations that we divested or that we were in the
process of divesting during the same period. On a same station basis, net
revenues increased 16.3% to $128.5 million from $110.5 million, largely due to
stronger selling efforts and radio advertising market growth. Same station
revenue growth was led by substantial increases in Seattle, Kansas City and
Portland.

STATION OPERATING EXPENSES. Station operating expenses increased 44.6% to
$88.6 million for the year ended September 30, 1998 from $61.3 million for the
year ended September 30, 1997. Of the increase, $13.2 million is attributable to
stations that we acquired or that we were in the process of acquiring since
October 1, 1997, offset by $4.4 million for stations that we divested or that we
were in the process of divesting during the same period. On a same station
basis, station operating expenses increased 11.2% to $84.7 million from $76.2
million.

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<PAGE> 57

Two of the broadcast contracts with sports teams which we acquired in
connection with the December 1998 Boston transaction had an unfavorable impact.
This unfavorable impact was estimated to be $5.0 million. Pursuant to the
purchase agreement, CBS paid us $5.0 million in cash to offset the unfavorable
impact of these contracts.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
70.0% to $13.1 million for the year ended September 30, 1998 from $7.7 million
for the year ended September 30, 1997. This increase was primarily attributable
to our acquisitions during 1997 and 1998.

CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES. Corporate general and
administrative expenses increased 39.3% to $4.5 million for the year ended
September 30, 1998 from $3.3 million for the year ended September 30, 1997. This
increase was primarily attributable to higher administrative expenses associated
with supporting our growth. We anticipate recording a non-cash compensation
expense of approximately $0.4 million in fiscal year 1999 and in each of the
following three fiscal years in connection with our issuance of 11,112 shares of
restricted stock and 275,562 options, at an exercise price of $18.00.

INTEREST EXPENSE AND THE ADJUSTMENT TO REFLECT INDEXING OF THE CONVERTIBLE
SUBORDINATED NOTE. Interest expense increased 28.8% to $14.7 million for the
year ended September 30, 1998 from $11.4 million for the year ended September
30, 1997. The increase was primarily attributable to indebtedness that we
incurred in connection with our acquisitions.

We determined the adjustment to reflect indexing of the convertible
subordinated note as of the end of each relevant period by subtracting the sum
of principal and accrued interest on the note from the fair value of the shares
of our common stock into which the note was convertible using multiples of
broadcast cash flow of comparable publicly held radio broadcast companies. The
adjustment to reflect indexing of the note was $29.1 million and $8.8 million
for the years ended September 30, 1997 and 1998, respectively. The decrease in
the adjustment from 1997 to 1998 is due to a reduced broadcast cash flow growth
rate from 91.5% in 1997 to 36.2% in 1998 (primarily due to the timing of
acquisitions) and a lower multiple in 1998 due to the overall market condition
for public radio broadcast companies at September 30, 1998 relative to September
30, 1997.

INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM. Income before income
taxes and extraordinary item decreased to $9.9 million, including $8.7 million
from the gains on sale of assets, for the year ended September 30, 1998 from
$177.3 million, including $197.1 million from the gains on sale of assets, for
the year ended September 30, 1997. The gain on the assets in 1997 is primarily
attributable to our disposition of stations in the Houston, San Francisco and
Pittsburgh radio markets. We do not expect such significant gains on the sale of
assets to continue in the future.

EXTRAORDINARY ITEM, NET OF TAX BENEFIT. The extraordinary item for the
year ended September 30, 1998 resulted from the write-off of $1.5 million of
unamortized finance charges due to the early extinguishment of debt, which
resulted from the refinancing of our credit facility. There were no
extraordinary items in 1997.

PRO FORMA NET INCOME. As a result of the factors described above, pro
forma net income decreased to $1.3 million for the year ended September 30,
1998, which included the impact of the recognition of $8.8 million for the
adjustment to reflect indexing of the convertible subordinated note, offset by a
gain of $5.4 million, net of taxes, on the sale of

52
<PAGE> 58

assets. This compares to pro forma net income of $98.9 million for the year
ended September 30, 1997, which included the impact of the recognition of $29.1
million for the adjustment to reflect indexing of the convertible subordinated
note, offset by a gain of $122.2 million, net of taxes, on the sale of assets.
The decrease is primarily attributable to our disposition of stations in the
Houston, San Francisco and Pittsburgh radio markets during the year ended
September 30, 1997. We used the proceeds from these dispositions to acquire
stations in markets where we believed there was greater potential for
establishing market leading station clusters. We do not expect such significant
gains on the sale of assets to continue in the future.

BROADCAST CASH FLOW. As a result of the factors described above, broadcast
cash flow increased 36.3% to $44.4 million for the year ended September 30, 1998
from $32.6 million for the year ended September 30, 1997. On a same station
basis, broadcast cash flow increased 27.7% to $43.8 million from $34.3 million.

Our broadcast cash flow margin declined to 33.4% for the year ended
September 30, 1998 from 34.7% for the year ended September 30, 1997. The
decrease is primarily attributable to our exchange in 1997 of relatively mature
stations in San Francisco and Houston, which operated at higher broadcast cash
flow margins but were located in markets where we believed there were limited
growth and clustering opportunities, for less developed properties in Seattle,
Kansas City and Sacramento, which collectively operated with lower broadcast
cash flow margins but offered stronger growth and clustering opportunities. On a
same station basis, broadcast cash flow margin increased to 34.1% from 31.1%.

PRO FORMA AFTER-TAX CASH FLOW. Pro forma after-tax cash flow increased
26.8% to $21.0 million for the year ended September 30, 1998 from $16.6 million
for the year ended September 30, 1997. The increase is attributable to improved
operations of existing stations and the net effect of newly acquired properties,
taking into consideration pro forma income taxes as though we had reported as a
C corporation.

FISCAL YEAR ENDED SEPTEMBER 30, 1997 COMPARED TO FISCAL YEAR ENDED
SEPTEMBER 30, 1996

NET REVENUES. Net revenues increased 92.8% to $93.9 million for the year
ended September 30, 1997 from $48.7 million for the year ended September 30,
1996. Of the increase, $38.8 million is attributable to stations that we
acquired since October 1, 1996, offset by $9.9 million for stations that we
divested during the same period. On a same station basis, net revenues increased
14.2% to $86.6 million from $75.8 million. Same station revenue growth was led
by substantial increases in Seattle, Kansas City, Portland, Houston and St.
Louis.

STATION OPERATING EXPENSE. Station operating expenses increased 93.6% to
$61.3 million for the year ended September 30, 1997 from $31.7 million for the
year ended September 30, 1996. Of the increase, $20.0 million is attributable to
stations that we acquired since October 1, 1996, offset by $5.7 million for
stations that we divested during the same period. On a same station basis,
station operating expenses decreased 0.4% to $55.0 million from $55.2 million.
This decrease was attributable to cost savings measures that we implemented in
connection with our acquisitions.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
159.6% to $7.7 million for the year ended September 30, 1997 from $3.0 million
for the year ended

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<PAGE> 59

September 30, 1996. This increase was primarily attributable to our 1996 and
1997 acquisitions and was partially offset by the net effect of stations sold
during the same period.

CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES. Corporate general and
administrative expenses increased 13.1% to $3.3 million for the year ended
September 30, 1997 from $2.9 million for the year ended September 30, 1996. This
increase was primarily attributable to higher administrative expenses associated
with supporting our growth.

INTEREST EXPENSE AND THE ADJUSTMENT TO REFLECT INDEXING OF THE CONVERTIBLE
SUBORDINATED NOTE. Interest expense increased 119.2% to $11.4 million for the
year ended September 30, 1997 from $5.2 million for the year ended September 30,
1996. The increase was primarily attributable to indebtedness that we incurred
in connection with our acquisitions.

We determined the adjustment to reflect the indexing of the convertible
subordinated note as of the end of each relevant period by subtracting the sum
of principal and accrued interest on the note from the fair value of the shares
of our common stock into which the note was convertible using multiples of
broadcast cash flow of comparable publicly held radio broadcast companies. There
was no adjustment to reflect indexing of the note as of September 30, 1996 as
the face amount of the note plus 7% stated interest approximated the market
value of the note on that date. The amount of the adjustment to reflect indexing
of the note increased from $0.0 to $29.1 million for the years ended September
30, 1996 and 1997, respectively. The adjustment for 1997 is due primarily to a
91.5% increase in broadcast cash flow.

INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM. Income before income
taxes and extraordinary item increased 1,192% to $177.3 million for the year
ended September 30, 1997, including a gain of $197.1 million from the sale of
assets and $29.1 million for the adjustment to reflect indexing of the
convertible subordinated note, compared to $7.1 million for the year ended
September 30, 1996, which includes a gain of $0.1 million and no adjustment to
reflect indexing of the note. The increase in gain on the sale of assets is
primarily attributable to our disposition of stations in the Houston, San
Francisco and Pittsburgh radio markets. We used the proceeds from these
dispositions to acquire stations in markets where we believed there was greater
potential for establishing market leading station clusters. We do not expect
such significant gains on the sale of assets to continue in the future.

EXTRAORDINARY ITEM, NET OF TAX BENEFIT. There was no extraordinary item in
1997. The extraordinary item for the year ended September 30, 1996 resulted from
the write-off of $0.4 million of unamortized finance charges due to the early
extinguishment of debt, which resulted from the refinancing of our credit
facility.

BROADCAST CASH FLOW. As a result of the factors described above, broadcast
cash flow increased 91.5% to $32.6 million for the year ended September 30, 1997
from $17.0 million for the year ended September 30, 1996. On a same station
basis, broadcast cash flow increased 53.3% to $31.6 million from $20.6 million.

Our broadcast cash flow margin declined to 34.7% for the year ended
September 30, 1997 from 35.0% for the year ended September 30, 1996. The
decrease is primarily attributable to our exchange in fiscal 1997 of relatively
mature stations in San Francisco and Houston, which operated at higher broadcast
cash flow margins but were located in markets where management believed there
were limited growth and clustering opportuni-

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<PAGE> 60

ties, for less developed properties in Seattle, Kansas City and Sacramento,
which collectively operated with lower broadcast cash flow margins, but offered
stronger growth and clustering opportunities. On a same station basis, broadcast
cash flow margins increased to 31.1% for the year ended September 30, 1997 from
27.2% for the year ended September 30, 1996.

PRO FORMA AFTER-TAX CASH FLOW. Pro forma after-tax cash flow increased
127.4% to $16.6 million for the year ended September 30, 1997 from $7.3 million
for the year ended September 30, 1996. The increase is attributable to improved
operations of existing stations and the net effect of newly acquired properties,
taking into consideration pro forma income taxes as though we had reported as a
C corporation.

LIQUIDITY AND CAPITAL RESOURCES

We use a significant portion of our capital resources to consummate
acquisitions. Historically, these acquisitions were funded from one or a
combination of the following sources: (1) our credit facility, (2) the swapping
of our radio stations in transactions which qualify as "like-kind" exchanges
under sec.1031 of the Internal Revenue Code and (3) internally-generated cash
flow. For the Sinclair acquisition, we will use net proceeds from this offering
and the Class A common stock offering, together with cash on hand and proceeds
from an amended or replacement credit facility, to finance the purchase price
for the Sinclair acquisition.

Net cash flows provided by operating activities were $8.2 million and $5.8
million for the six months ended June 30, 1999 and 1998, respectively. Changes
in our net cash flows provided by operating activities are primarily a result of
changes in advertising revenues and station operating expenses, which are
affected by the acquisition and disposition of stations during those periods.

Net cash flows provided by investing activities were $10.0 million for the
six months ended June 30, 1999 and net cash flows used by investing activities
were $125.6 million for the six months ended June 30, 1998. Net cash flows used
by financing activities were $16.0 million for the six months ended June 30,
1999 and net cash flows provided by financing activities were $122.4 million for
the six months ended June 30, 1998. The cash flows for the six months ended June
30, 1999 reflect (1) completed transactions consummated in the period and the
related borrowings and (2) proceeds from our initial public offering and the
related payment of long-term debt and corporate obligations. The cash flows for
the six months ended June 30, 1998 reflect refinancing of our credit facility
and acquisitions consummated in the period together with the related borrowings.

Net cash flows provided by operating activities were $11.2 million and $7.3
million for the three months ended December 31, 1998 and 1997, respectively.
Changes in our net cash flows from operating activities are primarily a result
of changes in advertising revenues and station operating expenses which are
affected by the acquisition and disposition of stations during those periods.

Net cash flows used in investing activities were $86.9 million and $17.5
million for the three months ended December 31, 1998 and 1997, respectively. Net
cash flows provided by financing activities were $75.5 million and $10.0 million
for the three months ended December 31, 1998 and 1997, respectively. These cash
flows reflect the acquisitions that we consummated in the relevant periods and
the related borrowings.

Net cash flows provided by operating activities were $23.0 million, $8.9
million and $12.8 million for the years ended September 30, 1998, 1997 and 1996,
respectively. Changes in our net cash flow from operating activities are
primarily a result of changes in

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<PAGE> 61

advertising revenues and station operating expenses which are affected by the
acquisition and disposition of stations during those periods.

Net cash flows used in investing activities were $153.7 million, $13.7
million and $96.5 million for the years ended September 30, 1998, 1997 and 1996,
respectively. Net cash flows provided by financing activities were $133.7
million, $3.2 million and $87.5 million for the years ended September 30, 1998,
1997 and 1996, respectively. These cash flows reflect the acquisitions
consummated in the relevant periods and the related borrowings.

On February 3, 1999, upon the consummation of our initial public offering,
we received net proceeds of $236.2 million, after deducting expenses,
underwriting discounts and commissions. We used these proceeds to reduce
outstanding indebtedness under our credit facility and to pay other corporate
obligations. Shortly after reducing indebtedness under the credit facility, in
February 1999 we reborrowed approximately $58.0 million to purchase three Boston
radio stations from CBS.

In addition to debt service and quarterly distributions under the TIDES,
which could be substantial in amount, our principal liquidity requirements will
be for working capital and general corporate purposes, including capital
expenditures, and acquisitions of additional radio stations, including the
Sinclair acquisition. For calendar 1999, we estimate that maintenance capital
expenditures will be approximately $1.5 million and that total capital
expenditures will be between $10.0 million and $11.5 million. These estimates do
not include the incremental capital expenditures that may be incurred in
connection with the Sinclair acquisition. These capital expenditures include
studio consolidations in many of our markets, providing us with operational
improvements from which we will receive long-term benefits. We believe that cash
flow from operating activities, together with revolving borrowings under our
existing credit facility, should be sufficient to permit us to fund our capital
expenditures and on-going operations, exclusive of the Sinclair acquisition. In
order to fund the $824.5 million in cash required to consummate the Sinclair
acquisition, we expect to pay approximately $145.0 million from the net proceeds
of this offering, assuming a public offering price of $50.00 per TIDES, and
approximately $291.0 million from the net proceeds of the Class A common stock
offering, assuming a public offering price of $37.94 per share. However, even
assuming the closing of both offerings, we will be required to raise an
additional $388.5 million through borrowing to fund the balance of the Sinclair
purchase price. Our existing credit facility would provide approximately $184.0
million of this amount, but we will need to amend or replace the facility to
increase funds available under it by approximately $204.5 million. Accordingly,
we are engaged in discussions with various potential lenders about amending or
replacing our present credit facility in order to obtain the additional
financing. Moreover, if this offering closes, but the Class A common stock
offering does not, the financing that we would need from an amended or
replacement credit facility or other potential sources would correspondingly
increase.

We entered into a loan agreement, dated as of February 13, 1998, as amended
on October 8, 1998 and as further amended on July 20, 1999, with several banks,
including Key Corporate Capital Inc. and Bank of America NT&SA, for a $350.0
million revolving credit facility. The credit facility was established to
refinance our existing indebtedness, provide working capital and fund
acquisitions. As discussed above, we must amend or replace this credit facility
to fund the purchase price for the Sinclair acquisition.

Under our current credit facility, at our election, interest on any
outstanding principal accrues at a rate based on either LIBOR plus a spread
which ranges from 0.5% to 2.125%

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<PAGE> 62

or on KeyBank N.A.'s base rate plus a spread of up to 0.875%, depending on our
leverage ratio. Although we may borrow, repay and reborrow under our current
credit facility, the aggregate maximum amount that we can have outstanding at
any one time is reduced on a quarterly basis beginning on June 30, 2000. The
final maturity date for our credit facility is February 13, 2006. As of June 30,
1999, we had approximately $166.0 million of borrowings outstanding under our
credit facility.

We are prohibited under our current credit facility from maintaining a
total leverage ratio (defined as the ratio of our total debt to operating cash
flow) greater than 6.5 to 1.0, at any time through March 31, 2000, which reduces
over subsequent periods. In addition, we are prohibited under our current credit
facility from maintaining a senior leverage ratio (defined as the ratio of the
principal amount outstanding under our current credit facility to operating cash
flow) greater than 6.0 to 1.0, at any time through March 31, 2000, which reduces
over subsequent periods. Currently, we are in compliance with each of these
total and senior leverage ratio obligations.

We are also required by our current credit facility to (1) maintain a fixed
charge coverage ratio (defined as the ratio of operating cash flow to the sum of
our debt service, capital expenditures, taxes and capital distributions, over
any four quarter period) greater than 1.05 to 1.00 and (2) maintain an interest
coverage ratio (defined as the ratio of operating cash flow to interest expense
over any four quarter period) greater than 2.0 to 1.0. Currently, we are in
compliance with each of these financial ratio obligations.

Our current credit facility requires us to protect ourselves from interest
rate fluctuations through the use of derivative rate hedging instruments. As a
result, we have entered into various convertible rate cap and interest rate swap
transactions with various banks designed to mitigate our exposure to
significantly higher floating interest rates. A rate cap agreement establishes
an upper limit or "cap" for the base LIBOR rate. Swap agreements require that we
pay a fixed rate of interest on the notional amount to a bank and the bank pay
to us a variable rate equal to three-month LIBOR. Some of the swap agreements
grant the bank the option to terminate the transaction prior to its respective
expiration date in certain limited circumstances.

In the future, we expect to continue executing rate hedging transactions
only to the extent required by our lenders and do not anticipate holding
derivative securities for speculative or investment purposes. The following
table sets forth certain information regarding the rate hedging transactions
which we had entered into as of September 30, 1996, 1997 and 1998.

<TABLE>
<CAPTION>
UNRECOGNIZED GAINS (LOSSES) AS OF
CONVERTIBLE SWAP SEPTEMBER 30,
CAP INTEREST INTEREST EXPIRATION -----------------------------------
NOTIONAL AMOUNT RATE RATE DATE 1996 1997 1998
- --------------- ------------ -------- ----------------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
$20,000,000........... -- 6.77% May 16, 2000 $(208,000) $(351,000) $ (652,000)
25,000,000(1)........ -- 5.89 July 29, 2003 (117,000) (212,000) (1,057,000)
25,000,000........... 7.50% 6.05 August 8, 2000 15,000 (103,000) (1,069,000)
15,000,000........... -- 5.61 January 10, 2005 -- -- (525,000)
14,000,000........... -- 5.86 January 10, 2005 -- -- (705,000)
30,000,000........... -- 5.77 February 27, 2008 -- -- (1,793,000)
</TABLE>

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

(1) This cap was converted by the bank into an interest rate swap effective
October 29, 1998.

No gains or losses have been recognized by us during the periods indicated.

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<PAGE> 63

RECENT PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133 entitled "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
"derivatives"), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The accounting for changes
in the fair value of a derivative depends on the intended use of the derivative
and the resulting designation. In June 1999, the FASB issued SFAS No. 137 which
extends the effective date of SFAS No. 133 to fiscal quarters of fiscal years
beginning after June 15, 2000 and should not be applied retroactively to
financial statements of prior periods. Management has not yet determined what
effect, if any, this statement will have on us.

IMPACT OF YEAR 2000 ISSUES

In order to minimize the risk of year 2000 related losses, we are
conducting a comprehensive assessment of our year 2000 issues. This assessment
consists of (1) an analysis of all of the information and non-information
technology systems that we use, including the circulation of year 2000
compliance questionnaires to the chief engineers of each of our stations,
requiring them to evaluate their respective station's preparedness for year 2000
issues and (2) an inquiry as to the year 2000 status of third parties material
to our operations, including the transmission of letters to all key service
providers requesting written confirmation of their year 2000 readiness.

Although we are still in the process of assessment, we have determined that
the bulk of the technology systems we use internally are year 2000 compliant. We
have received confirmation from each supplier that provided or manufactured a
material information or non-information technology system used by us that the
system is either year 2000 compliant or that the supplier will, within a short
period of time, provide software aides, supplements or replacements that will
make the system year 2000 compliant.

Due to:

- the preventive measures being taken in response to our assessment;

- the relatively small degree to which the radio broadcasting industry, as
compared to other industries, depends on older large computer systems or
interfaces with third party computer systems;

- the fact that most of our automated administrative services can, if
needed, be performed manually; and

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<PAGE> 64

- the fact that most of our radio stations are equipped with emergency
power systems,

we believe that, while difficult to fully assess, year 2000 issues should not
have a material adverse effect on our broadcast operations.

We believe that it is difficult to fully assess the risks of the year 2000
problem due to the numerous uncertainties surrounding the issue. We believe that
the primary risks are external to us and relate to the year 2000 readiness of
our third party suppliers. The inability of third party suppliers to adequately
address the year 2000 issues on a timely basis could result in a material
financial risk, including loss of revenue, substantial unanticipated costs and
service interruptions. We plan to continue our efforts to survey all work with
third party suppliers to address all significant year 2000 issues in a timely
manner.

We expect to have completed our year 2000 remediation efforts by the end of
the third quarter of fiscal 1999. Additionally, we will develop a contingency
plan for dealing with year 2000 issues caused by systems external to us by the
end of the third quarter of fiscal 1999. Since most of the year 2000 compliance
achieved by us to date has been done through the normal upgrading process,
separate costs have not been allocated to the year 2000 issue. Based on our
experience to date, we estimate that the remaining costs to respond to the year
2000 issues will not exceed $250,000. All of these costs will be expensed as
incurred.

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<PAGE> 65

INFORMATION ABOUT STATION AND MARKET DATA

For this prospectus:

- We obtained the following data from Duncan's Radio Market Guide (1999
ed.):

- 1998 market rank by metro population;

- 1998 market rank by radio revenue;

- 1998 Entercom market revenue share; and

- 1998 Entercom market revenue rank.

- Our market revenue rank in the radio broadcasting industry is derived
from Duncan's, as adjusted to reflect our completed transactions and our
expected consummation of the Sinclair acquisition in the fourth quarter
of 1999.

- We derived audience share and audience rank in target demographic data
from surveys of persons, listening Monday through Sunday, 6 a.m. to 12
midnight, in the indicated demographic, as set forth in the Spring 1999
Radio Market Report published by The Arbitron Ratings Company.

- We present radio station data assuming the completion of the Sinclair
acquisition.

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<PAGE> 66

BUSINESS

OVERVIEW

We are the fifth largest radio broadcasting company in the United States
based on pro forma 1998 gross revenues. We have assembled, after giving effect
to our pending acquisition of 46 stations from various subsidiaries of Sinclair
Broadcast Group, Inc., a nationwide portfolio of 88 owned or operated stations.
This portfolio consists of 56 FM and 32 AM stations in 16 markets, including 12
of the country's top 50 markets. Our station groups rank among the three largest
clusters in 15 of our 16 markets. On a pro forma basis, we would have had net
revenues of $301.9 million, operating income of $51.2 million and a pro forma
income before extraordinary item of $0.5 million for the twelve months ended
June 30, 1999. In addition, pro forma broadcast cash flow during the same period
would have been $107.7 million.

OUR CORPORATE HISTORY

Throughout our more than 30 year history of operations, we have experienced
sustained growth by adapting our acquisition and operating strategies to
capitalize on changes occurring in the radio broadcasting industry. Our Chairman
of the Board and Chief Executive Officer, Joseph M. Field, founded Entercom in
1968 on the conviction that FM broadcasting, then in its infancy, would surpass
AM broadcasting as the leading aural medium. Our strategy from inception through
the 1970s was to acquire FM stations in the top 20 markets at a fraction of
prevailing prices for AM stations and to operate those stations economically and
profitably by utilizing niche formats not being offered by major AM stations. We
continued this strategy until FM's technical superiority and the availability of
inexpensive AM/FM receivers drove FM's penetration of the radio market to
critical mass and FM stations began to compete successfully with the dominant AM
stations of the time for control of mass market audiences. As part of our
strategy, we also purchased technically underdeveloped FM stations and upgraded
them so that they could become competitive stations in their markets.

In the mid-1980's, with FM at critical mass, we adjusted our strategic plan
and began a deliberate multi-year effort to enhance our operations at both the
corporate and station levels by changing or adjusting program formats to appeal
to mainstream audiences in order to compete for greater shares of audience and
advertising dollars in our markets. With the advent of the duopoly rules in
1992, which permit expansion of ownership in a market from one to two stations
in each radio medium, we began to "double up" in our markets. Since the passage
of the Telecommunications Act of 1996, which permitted ownership of up to eight
radio stations in most major markets, we have pursued a creative acquisition and
development strategy by which we have swapped developed stand-alone

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<PAGE> 67

FM stations in various markets in exchange for clusters of underdeveloped
stations in other large growth markets where there was greater opportunity to
develop market leading clusters.

OUR ACQUISITION STRATEGY

OUR OPERATING STRATEGY

The principal components of our operating strategy are to:

- DEVELOP MARKET LEADING STATION CLUSTERS. We are among the three largest
clusters in 15 of our 16 markets, after giving effect to the Sinclair
acquisition. To enhance our competitive position, we strategically align
our stations' formats and sales efforts within each market to optimize
their performance, both individually and collectively. We seek to
maximize the ratings, revenue and broadcast cash flow of our radio
stations by tailoring their programming to optimize aggregate audience
delivery.

- ACQUIRE AND DEVELOP, UNDERPERFORMING STATIONS. We seek to acquire and
develop underperforming stations, which has enabled us to build a
long-term track record of achieving superior same station revenue and
broadcast cash flow growth. We utilize a variety of techniques to develop
underachieving properties. These techniques include: strategic market
research and analysis; management enhancements; expenditure reductions;
improved sales training and techniques; technical upgrades; programming
and marketing enhancements; and facility consolidations.

- LEVERAGE STATION CLUSTERS TO CAPTURE GREATER SHARE OF ADVERTISING
REVENUE. We believe radio will continue to gain revenue share from other
media as a result of deregulation in the broadcasting industry, which
allows broadcasters to create larger clusters in their markets and offers
advertisers a means to cost-effectively reach larger audiences. As a
result of deregulation in the radio broadcasting industry, operators can
now create radio station clusters that have the critical mass of audience
reach and marketing resources necessary to pursue incremental advertising
and promotional revenues more aggressively. We have begun to capitalize
on this opportunity by developing specialized teams in many of our
markets to work with

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<PAGE> 68

non-traditional radio advertisers to create and develop marketing
programs and solutions.

- MAXIMIZE TECHNICAL CAPABILITIES. We seek to operate stations with the
strongest signals in their respective markets. In addition, on various
occasions we have identified opportunities to acquire and upgrade
low-powered or out-of-market stations and transform them into competitive
signals, thus increasing their value significantly. For example, we
recently sold our two Tampa FM stations, which we had purchased for an
aggregate of $4.9 million, for $75.0 million after upgrading their
license classes.

- RECRUIT, DEVELOP, MOTIVATE AND RETAIN SUPERIOR EMPLOYEES. We believe
that station operators differentiate themselves from their peers
primarily through their ability to recruit, develop, motivate and retain
superior management, programming and sales talent. Accordingly, we strive
to establish a compelling corporate culture that is attractive to
superior performers. We encourage our stations to build strong community
bonds through local and company-wide community service programs, which
facilitate strong local business relationships and provide employees with
opportunities for enhanced job fulfillment. We offer competitive pay
packages with performance-based incentives for our key employees. In
addition, we provide employees with opportunities for personal growth and
advancement through extensive training, seminars and other educational
programs.

OUR STATION PORTFOLIO

We have built a highly consolidated portfolio of radio stations
concentrated primarily in top 50 markets with above average growth
characteristics. Upon consummation of the Sinclair acquisition, 66 of our 88
radio stations will be in 12 of the top 50 markets. We generated 93.2% of our
pro forma 1998 net revenues from the 12 top 50 markets in which we operate.
Radio advertising revenues in these 12 markets have grown at a revenue weighted
compound annual growth rate of 11.2% from 1993 to 1998, which exceeded both the
revenue weighted compound annual growth rate of the top 50 markets and the
average annual growth rate of the aggregate radio industry.

Our current portfolio of stations includes a significant number of recently
acquired stations that we believe are underdeveloped. We believe that the
underdeveloped stations offer the opportunity for substantial broadcast cash
flow growth. In the aggregate, the 33 stations which we commenced operating on
or after January 1, 1997 operated at a broadcast cash flow margin of 27.4%
during the twelve months ended June 30, 1999. By comparison, in the aggregate,
the nine stations which we commenced operating prior to 1997 operated at a
broadcast cash flow margin of 48.2% during the twelve months ended June 30,
1999.

Our portfolio of radio stations is geographically diverse and offers a wide
variety of programming formats. We believe that geographic diversity will reduce
the effect of economic downturn in specific markets, while our wide range of
programming formats lessens the impact of changes in listening preferences.
Furthermore, because of the size of our station portfolio, we are not overly
dependent on the performance of any one station. The following table sets forth
selected information about our portfolio of radio stations and gives effect to
the consummation of the Sinclair acquisition. It does not give effect to the
required disposition of three stations in Kansas City, which we are seeking to
swap for stations in other markets.

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<TABLE>
<CAPTION>
AUDIENCE AUDIENCE 1998
1998 MARKET RANK SHARE IN RANK IN ENTERCOM
-------------------- TARGET TARGET TARGET MARKET
METRO RADIO YEAR DEMO- DEMO- DEMO- REVENUE
MARKET(1)/STATION POPULATION REVENUE ACQUIRED FORMAT GRAPHIC GRAPHIC GRAPHIC SHARE(2)
- ----------------- ---------- ------- --------- ------------------ ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BOSTON, MA.............. 8 10 17.3%
WEEI-AM 1998 Sports Talk Men 25-54 7.2 2(tie)
WRKO-AM 1998 Talk Adults 2.6 16
25-54
WAAF-FM 1999 Active Rock Men 18-34 11.2 2
WQSX-FM 1999 Rhythmic AC Women 25-54 4.5 5
WWTM-AM(4) 1999 Sports Talk Men 25-54 n/a n/a
SEATTLE, WA............. 14 13 37.8%(5)
KBSG-AM/FM 1996 Oldies Adults 4.1 9
25-54
KIRO-AM 1997 News/Talk/Sports Men 25-54 6.4 1(tie)
KQBZ-FM 1997 Talk Adults 2.4 19
25-54
KISW-FM 1997 Active Rock Men 18-34 10.0 1
KMTT-FM 1973 Adult Rock Adults 4.2 8
25-54
KNWX-AM 1997 Business Adults 1.9 21
35-64
KNDD-FM 1996 Modern Rock Men 18-34 12.3 1
PORTLAND, OR............ 25 20 26.5%
KFXX-AM 1998 Sports Talk Men 25-54 2.4 16
KGON-FM 1995 Classic Rock Men 25-54 9.7 1
KKSN-AM 1995 Nostalgia Adults 1.1 19
35-64
KKSN-FM 1998 Oldies Adults 5.6 6
25-54
KNRK-FM 1995 Modern Rock Men 18-34 6.0 5
KRSK-FM 1998 Hot Adult Women 18-34 5.6 6(tie)
Contemporary
KSLM-AM 1998 Sports Talk Men 25-54 n/a(6) n/a(6)
SACRAMENTO, CA.......... 28 28 18.1%
KCTC-AM 1998 Nostalgia Adults 3.2 9
35-64
KRXQ-FM 1997 Active Rock Men 18-34 14.8 1
KSEG-FM 1997 Classic Rock Men 24-54 9.0 1
KSSJ-FM 1997 Smooth Jazz Adults 6.0 2
25-54
KDND-FM 1997 Contemporary Hit Women 18-34 7.6 4
Radio
KANSAS CITY, MO......... 30 29 56.9%(7)
KCMO-AM(8) 1997 Talk Adults 2.2 16
25-54
KCMO-FM(8) 1997 Oldies Adults 5.7 6
25-54
KMBZ-AM 1997 News/Talk/Sports Men 25-54 7.2 4
KUDL-FM 1998 Adult Contemporary Women 25-54 8.8 2
KYYS-FM 1997 Album Oriented Men 25-54 8.1 2
Rock
WDAF-AM 1998 Country Adults 5.5 5
35-64
KKGM-AM 1999 Sports Talk Men 25-54 n/a n/a
KCFX-FM(8) (pending) Classic Hits Adults 6.5 3
25-54
KQRC-FM (pending) Active Rock Men 18-34 24.5 1
KCIY-FM (pending) Smooth Jazz Adults 3.8 12
25-54
KXTR-FM(8) (pending) Classical Adults 2.7 15
25-54
MILWAUKEE, WI(9)........ 31 33 8.7%
WEMP-AM (pending) Religious Adults n/a n/a
35-64
WMYX-FM (pending) Adult Contemporary Women 25-54 8.8 1
WXSS-FM (pending) Contemporary Hit Women 18-34 12.1 2
Radio

<CAPTION>
1998
ENTERCOM
MARKET
REVENUE
MARKET(1)/STATION RANK(3)
- ----------------- --------
<S> <C>
BOSTON, MA.............. 3
WEEI-AM
WRKO-AM
WAAF-FM
WQSX-FM
WWTM-AM(4)
SEATTLE, WA............. 1
KBSG-AM/FM
KIRO-AM
KQBZ-FM
KISW-FM
KMTT-FM
KNWX-AM
KNDD-FM
PORTLAND, OR............ 3
KFXX-AM
KGON-FM
KKSN-AM
KKSN-FM
KNRK-FM
KRSK-FM
KSLM-AM
SACRAMENTO, CA.......... 3
KCTC-AM
KRXQ-FM
KSEG-FM
KSSJ-FM
KDND-FM
KANSAS CITY, MO......... 1(7)
KCMO-AM(8)
KCMO-FM(8)
KMBZ-AM
KUDL-FM
KYYS-FM
WDAF-AM
KKGM-AM
KCFX-FM(8)
KQRC-FM
KCIY-FM
KXTR-FM(8)
MILWAUKEE, WI(9)........ 5
WEMP-AM
WMYX-FM
WXSS-FM
</TABLE>

64
<PAGE> 70
<TABLE>
<CAPTION>
AUDIENCE AUDIENCE 1998
1998 MARKET RANK SHARE IN RANK IN ENTERCOM
-------------------- TARGET TARGET TARGET MARKET
METRO RADIO YEAR DEMO- DEMO- DEMO- REVENUE
MARKET(1)/STATION POPULATION REVENUE ACQUIRED FORMAT GRAPHIC GRAPHIC GRAPHIC SHARE(2)
- ----------------- ---------- ------- --------- ------------------ ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NORFOLK, VA(9).......... 36 44 26.8%
WPTE-FM (pending) Modern Adult Adults 7.8 4
Contemporary 18-34
WWDE-FM (pending) Adult Contemporary Women 25-54 8.3 2
WVKL-FM (pending) Oldies Adults 5.3 7
25-54
WNVZ-FM (pending) Contemporary Hit Women 18-34 9.1 2
Radio
NEW ORLEANS, LA(9)...... 41 39 41.9%
WSMB-AM (pending) Talk/Sports Men 25-54 .9 16(tie)
WWL-AM (pending) News/Talk/Sports Men 25-54 6.7 6(tie)
WEZB-FM (pending) Contemporary Hit Women 18-34 6.2 6
Radio
WLMG-FM (pending) Adult Contemporary Women 25-54 6.1 7
WLTS-FM(10) (pending) Adult Contemporary Women 25-54 7.9 3
WTKL-FM(10) (pending) Oldies Adults 5.9 6
25-54
GREENSBORO, NC(9)....... 42 50 24.2%
WMQX-FM (pending) Oldies Adults 6.9 5
25-54
WJMH-FM (pending) Urban Adults 14.0 1
18-34
WEAL-AM (pending) Gospel Adults 2.5 11
35-64
WQMG-FM (pending) Urban Adult Adults 7.1 4
Contemporary 25-54
BUFFALO, NY(9).......... 43 41 38.8%
WBEN-AM (pending) News/Talk/Sports Men 25-54 5.3 6
WMJQ-FM (pending) Adult Contemporary Women 25-54 7.8 6
WWKB-AM (pending) Sports Adults .8 17(tie)
35-64
WKSE-FM (pending) Contemporary Hit Women 18-34 18.9 1
Radio
WGR-AM (pending) News/Talk Adults 3.8 10
25-54
WWWS-AM (pending) Urban Oldies Adults 2.4 12
25-54
MEMPHIS, TN(9).......... 46 40 20.1%
WOGY-FM (pending) Country Adults 3.8 9(tie)
25-54
WJCE-AM (pending) Urban Oldies Women 25-54 .6 19(tie)
WRVR-FM (pending) Soft Adult Women 25-54 8.0 4
Contemporary
ROCHESTER, NY........... 50 55 21.4%
WBBF-FM 1998 Oldies Adults 6.9 5
25-54
WBEE-FM 1998 Country Adults 8.6 2
25-54
WEZO-AM 1998 Nostalgia Adults 2.4 10
35-64
WQRV-FM 1998 Classic Hits Adults 3.1 11
25-54
GREENVILLE/ SPARTANBURG,
SC(9)................. 58 61 23.8%
WFBC-FM (pending) Contemporary Hit Women 18-49 14.2 1
Radio
WSPA-FM (pending) Soft Adult Women 25-54 8.1 5(tie)
Contemporary
WYRD-AM(11) (pending) News/Talk Adults 1.1 14
25-54
WORD-AM(11) (pending) News/Talk Adults .8 15
25-54
WSPA-AM (pending) Full Service/Talk Adults 6.4 7
25-54
WOLI-FM(12) (pending) Oldies Adults 2.4 9
25-54
WOLT-FM(12) (pending) Oldies Adults 2.2 11
25-54

<CAPTION>
1998
ENTERCOM
MARKET
REVENUE
MARKET(1)/STATION RANK(3)
- ----------------- --------
<S> <C>
NORFOLK, VA(9).......... 1
WPTE-FM
WWDE-FM
WVKL-FM
WNVZ-FM
NEW ORLEANS, LA(9)...... 1
WSMB-AM
WWL-AM
WEZB-FM
WLMG-FM
WLTS-FM(10)
WTKL-FM(10)
GREENSBORO, NC(9)....... 2
WMQX-FM
WJMH-FM
WEAL-AM
WQMG-FM
BUFFALO, NY(9).......... 1
WBEN-AM
WMJQ-FM
WWKB-AM
WKSE-FM
WGR-AM
WWWS-AM
MEMPHIS, TN(9).......... 2
WOGY-FM
WJCE-AM
WRVR-FM
ROCHESTER, NY........... 3
WBBF-FM
WBEE-FM
WEZO-AM
WQRV-FM
GREENVILLE/ SPARTANBURG,
SC(9)................. 3
WFBC-FM
WSPA-FM
WYRD-AM(11)
WORD-AM(11)
WSPA-AM
WOLI-FM(12)
WOLT-FM(12)
</TABLE>

65
<PAGE> 71
<TABLE>
<CAPTION>
AUDIENCE AUDIENCE 1998
1998 MARKET RANK SHARE IN RANK IN ENTERCOM
-------------------- TARGET TARGET TARGET MARKET
METRO RADIO YEAR DEMO- DEMO- DEMO- REVENUE
MARKET(1)/STATION POPULATION REVENUE ACQUIRED FORMAT GRAPHIC GRAPHIC GRAPHIC SHARE(2)
- ----------------- ---------- ------- --------- ------------------ ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WILKES-BARRE/ SCRANTON,
PA(9)................. 64 69 38.6%
WGBI-AM (pending) News/Talk/Sports Adults .2 25
35-64
WGGI-FM (pending) Country Adults .2 24(tie)
25-54
WKRZ-FM (pending) Contemporary Hit Adults 14.1 1
Radio 18-49
WWFH-FM (pending) Soft Hits Women 25-54 .8 16(tie)
WILP-AM (pending) News/Talk/Sports Adults n/a n/a
35-64
WKRF-FM (pending) Contemporary Hit Adults .5 18(tie)
Radio 18-49
WSHG-FM (pending) Soft Hits Women 25-54 1.6 11(tie)
WILK-AM (pending) News/Talk/Sports Adults 2.5 8(tie)
35-64
WGGY-FM (pending) Country Adults 10.2 3
25-54
GAINESVILLE/OCALA, FL... 98 124 20.8%
WKTK-FM 1986 Adult Contemporary Women 25-54 11.8 1
WSKY-FM 1998 News Talk Adults 2.9 9
25-54
LONGVIEW/KELSO, WA...... N/A N/A N/A
KBAM-AM 1998 Country Adults n/a n/a
25-54
KEDO-AM 1997 Oldies Adults n/a n/a
25-54
KLYK-FM 1997 Adult Contemporary Women 25-54 n/a n/a
KRQT-FM 1998 Classic Rock Men 25-54 n/a n/a

<CAPTION>
1998
ENTERCOM
MARKET
REVENUE
MARKET(1)/STATION RANK(3)
- ----------------- --------
<S> <C>
WILKES-BARRE/ SCRANTON,
PA(9)................. 1
WGBI-AM
WGGI-FM
WKRZ-FM
WWFH-FM
WILP-AM
WKRF-FM
WSHG-FM
WILK-AM
WGGY-FM
GAINESVILLE/OCALA, FL... 2
WKTK-FM
WSKY-FM
LONGVIEW/KELSO, WA...... N/A
KBAM-AM
KEDO-AM
KLYK-FM
KRQT-FM
</TABLE>

- -------------------------
(1) Our stations are in some instances licensed to communities other than the
named principal community for the market.

(2) We derived the 1998 Entercom Market Revenue Share for each market by adding
the 1998 market revenue share of each of our stations in that market.

(3) 1998 Entercom Market Revenue Rank for each market is the ranking, by 1998
market revenue, of our group of radio stations in that market among all
other groups of radio stations in that market.

(4) Station competes in the adjacent community of Worcester, Massachusetts and
simulcasts virtually all of the programming of WEEI-AM.

(5) We also sell substantially all of the advertising time of a sixth FM
station in the Seattle market under a joint sales agreement. The revenues
from these sales are included in Entercom Market Revenue Share.

(6) KLSM-AM is licensed to Salem, Oregon, within the Portland market and
simulcasts KFXX-AM programming.

(7) 1998 Entercom Market Revenue Share for the Kansas City market is a
combination of Entercom's existing cluster and the Sinclair cluster that we
expect to acquire. Because we must divest three stations in the Kansas City
market, our pro forma 1998 market revenue share in Kansas City will
decline, although we believe that our pro forma 1998 market revenue rank
will remain unchanged.

(8) Station to be acquired upon consummation of Sinclair acquisition.

(9) All stations in this market to be acquired upon consummation of the
Sinclair acquisition.

(10) Time brokerage agreement commenced in 1997. Sinclair has exercised an
option to acquire this station. We expect to either acquire this station
directly in the Sinclair acquisition or assume Sinclair's option to acquire
it.

(11) WYRD-AM and WORD-AM simulcast their programming.

(12) Operated under joint sales agreement. In April 1996, Sinclair exercised an
option to acquire this station. We expect to either acquire this station
directly in the Sinclair acquisition or assume Sinclair's option to acquire
it.

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<PAGE> 72

COMPETITION; CHANGES IN BROADCASTING INDUSTRY

The radio broadcasting industry is highly competitive. The success of each
of our stations depends largely upon its audience ratings and its share of the
overall advertising revenue within its market. Our stations compete for
listeners and advertising revenue directly with other radio stations within
their respective markets. Radio stations compete for listeners primarily on the
basis of program content that appeals to a particular demographic group. By
building a strong listener base consisting of a specific demographic group in
each of our markets, we are able to attract advertisers seeking to reach those
listeners.

The following are some of the factors that are important to a radio
station's competitive position:

- management experience;

- the station's local audience rank in its market;

- transmitter power;

- assigned frequency;

- audience characteristics;

- local program acceptance; and

- the number and characteristics of other radio stations and other
advertising media in the market area.

In addition, we attempt to improve our competitive position with
promotional campaigns aimed at the demographic groups targeted by our stations
and by sales efforts designed to attract advertisers. Recent changes in the
Communications Act and the FCC's policies and rules permit increased ownership
and operation of multiple local radio stations.

Despite the competitiveness within the radio broadcasting industry, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the FCC. The number of radio stations that can operate in a given
market is limited by strict AM interference criteria and the availability of FM
radio frequencies allotted by the FCC to communities in that market, as well as
by the FCC's multiple ownership rules that regulate the number of stations
serving the same area that may be owned and controlled by a single entity.

Our stations also compete for audiences and advertising revenues within
their respective markets directly with other radio stations, as well as with
other media such as newspapers, magazines, network and cable television, outdoor
advertising and direct mail. In addition, the radio broadcasting industry is
subject to competition from new media technologies that are being developed or
introduced such as (1) satellite delivered audio radio service, which could
result in the introduction of new satellite radio services with sound quality
equivalent to that of compact discs; (2) audio programming by cable systems,
direct broadcast satellite systems, Internet content providers, personal
communications services and other digital audio broadcast formats; and (3)
in-band on-channel digital radio, which could provide multi-channel,
multi-format digital radio services in the same bandwidth currently occupied by
traditional AM and FM radio services. The FCC is also considering proposals for
the establishment of "microbroadcasting" stations, low-powered FM stations that
would be designed to serve small localized areas. The radio broadcasting

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<PAGE> 73

industry historically has grown despite the introduction of new technologies for
the delivery of entertainment and information, such as television broadcasting,
cable television, audio tapes and compact discs. A growing population and
greater availability of radios, particularly car and portable radios, have
contributed to this growth. We cannot assure you, however, that the development
or introduction in the future of any new media technology will not have an
adverse effect on the radio broadcasting industry.

The FCC has adopted licensing and operating rules for satellite delivered
audio and in April 1997 awarded two licenses for this service. Satellite
delivered audio may provide a medium for the delivery by satellite or
terrestrial means of multiple new audio programming formats to local and/or
national audiences. Digital technology also may be used in the future by
terrestrial radio broadcast stations either on existing or alternate
broadcasting frequencies, and the FCC has stated that it will consider making
changes to its rules to permit AM and FM radio stations to offer digital sound
following industry analysis of technical standards. In addition, the FCC has
authorized an additional 100 kHz of bandwidth for the AM band and has allotted
frequencies in this new band to certain existing AM station licensees that
applied for migration to the expanded AM band, subject to the requirement that
at the end of a transition period, those licensees return to the FCC either the
license for their existing AM band station or the license for the expanded AM
band station.

We cannot predict what other matters might be considered in the future by
the FCC, nor can we assess in advance what impact, if any, the implementation of
any of these proposals or changes might have on our business.

We employ a number of on-air personalities and generally enter into
employment agreements with these personalities to protect our interests in those
relationships that we believe to be valuable. The loss of some of these
personalities could result in a short-term loss of audience share, but we do not
believe that the loss would have a material adverse effect on our business.

FEDERAL REGULATION OF RADIO BROADCASTING

The radio broadcasting industry is subject to extensive and changing
regulation of, among other things, program content, advertising content,
technical operations and business and employment practices. The ownership,
operation and sale of radio stations are subject to the jurisdiction of the FCC.
Among other things, the FCC:

- assigns frequency bands for broadcasting;

- determines the particular frequencies, locations and operating power of
stations;

- issues, renews, revokes and modifies station licenses;

- determines whether to approve changes in ownership or control of station
licenses;

- regulates equipment used by stations; and

- adopts and implements regulations and policies that directly affect the
ownership, operation and employment practices of stations.

The FCC has the power to impose penalties for violations of its rules or
the Communications Act, including the imposition of monetary forfeitures, the
issuance of

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<PAGE> 74

short-term licenses, the imposition of a condition on the renewal of a license,
and the revocation of operating authority.

The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies. The summary is
not a comprehensive listing of all of the regulations and policies affecting
radio stations. Reference should be made to the Communications Act, FCC rules,
and the public notices and rulings of the FCC for further information concerning
the nature and extent of federal regulation of radio stations.

FCC LICENSES. Radio stations operate pursuant to renewable broadcasting
licenses that are ordinarily granted by the FCC for maximum terms of eight
years. The FCC licenses for our stations are held by some of our subsidiaries.
During the periods when renewal applications are pending, petitions to deny
license renewals can be filed by interested parties, including members of the
public. The FCC is required to hold hearings on a station's renewal application
if a substantial or material question of fact exists as to whether the station
has served the public interest, convenience and necessity. If, as a result of an
evidentiary hearing, the FCC determines that the licensee has failed to meet
certain requirements and that no mitigating factors justify the imposition of a
lesser sanction, then the FCC may deny a license renewal application.
Historically, FCC licenses have generally been renewed. We have no reason to
believe that our licenses will not be renewed in the ordinary course, although
there can be no assurance to that effect. The non-renewal of one or more of our
licenses could have a material adverse effect on our business.

The following table sets forth the market, call letters, FCC license
classification, antenna height above average terrain ("HAAT"), power, frequency
and FCC license expiration date (a station may continue to operate beyond the
expiration date if a timely filed license renewal application is pending) of
each of the stations that we will own or operate upon the consummation of the
Sinclair acquisition. The table does not give effect to the required divestiture
of three Kansas City stations.

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<PAGE> 75

<TABLE>
<CAPTION>
FCC HAAT POWER IN EXPIRATION DATE
MARKET(1) STATION CLASS (IN METERS) FREQUENCY KILOWATTS(2) OF FCC LICENSE
- --------- ------- ----- ----------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sacramento, CA............. KCTC-AM B * 1320 kHz 5 December 1, 2005
KRXQ-FM B 151 98.5 MHz 50 December 1, 2005
KSEG-FM B 152 96.9 MHz 50 December 1, 2005
KSSJ-FM B1 99 94.7 MHz 25 December 1, 2005
KDND-FM B 123 107.9 MHz 50 December 1, 2005
Kansas City, MO............ KCMO-AM B * 710 kHz 10-D February 1, 2005
5-N
KCMO-FM C 322 94.9 MHz 100 February 1, 2005
KMBZ-AM B * 980 kHz 5 February 1, 2005
KUDL-FM C 303 98.1 MHz 100 June 1, 2005
KYYS-FM C 308 99.7 MHz 100 February 1, 2005
WDAF-AM B * 610 kHz 5 February 1, 2005
KKGM-AM(3) B * 1250 kHz4 25-D June 1, 2005
3.7-N
KCFX-FM(4) C1 303 101.1 MHz 87.0 February 1, 2005
KQRC-FM(4) C 322 98.9 MHz 100.0 February 1, 2005
KCIY-FM(4) C1 299 101 MHz 100.0 February 1, 2005
KXTR-FM(4) C 300 96.5 MHz 99.0 February 1, 2005
Milwaukee, WI(5)........... WEMP-AM B * 1250 kHz 5.0 December 1, 2003
WMYX-FM B 137 99.1 MHz 50.0 December 1, 2003
WXSS-FM B 256 103.7 MHz 19.5 December 1, 2003
Norfolk, VA(5)............. WPTE-FM B 152 94.9 MHz 50.0 October 1, 2003
WWDE-FM B 152 101.3 MHz 50.0 October 1, 2003
WVKL-FM B 268 95.7 MHz 40.0 October 1, 2003
WNVZ-FM B 146 104.5 MHz 49.0 December 1, 2003
New Orleans, LA(5)......... WSMB-AM B * 1350 kHz 5.0 June 1, 2004
WWL-AM A * 870 kHz 50.0 June 1, 2004
WEZB-FM C 300 97.1 MHz 100.0 June 1, 2004
WLMG-FM C 300 101.9 MHz 100.0 June 1, 2004
WLTS-FM C1 275 105.3 MHz 100.0 June 1, 2004
WTKL-FM C 300 95.7 MHz 100.0 June 1, 2004
Greensboro, NC(5).......... WMQX-FM C 335 93.1 MHz 99.0 December 1, 2003
WJMH-FM C 483 101.9 MHz 99.0 December 1, 2003
WEAL-AM D * 1500 kHz 1.0 December 1, 2003
WQMG-FM C 376 97.1 MHz 99.0 December 1, 2003
Buffalo, NY(5)............. WBEN-AM B * 930 kHz 5.0 June 1, 2006
WMJQ-FM B 408 102.5 MHz 110.0 June 1, 2006
WWKB-AM A * 1520 kHz 50.0 June 1, 2006
WKSE-FM B 128 98.8 MHz 46.0 June 1, 2006
WGR-AM B * 550 kHz 5.0 June 1, 2006
WWWS-AM C * 1400 kHz 1.0 June 1, 2006
Memphis, TN(5)............. WOGY-FM C2 141 94.1 MHz 50.0 August 1, 2004
WJCE-AM B * 680 kHz 10.0 August 1, 2004
WRVR-FM C1 229 104.5 MHz 100.0 August 1, 2004
Rochester, NY.............. WBBF-FM B 172 98.9 MHz 37 June 1, 2006
WBEE-FM B 152 92.5 MHz 50 June 1, 2006
WEZO-AM B * 950 kHz 1 June 1, 2006
WQRV-FM A 119 93.3 MHz 4 June 1, 2006
Greenville/Spartanburg,
SC(5)...................... WFBC-FM C 564 93.7 100.0 December 1, 2003
WSPA-FM C 580 98.9 MHz 100.0 December 1, 2003
WYRD-AM B 184 1330 kHz 5.0 December 1, 2003
WORD-AM B * 910 kHz 3.6 December 1, 2003
WSPA-AM B * 950 kHz 5.0 December 1, 2003
WOLI-FM A 100 103.9 MHz 6 December 1, 2003
WOLT-FM A 151 103.3 MHz 2.7 December 1, 2003
</TABLE>

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<TABLE>
<CAPTION>
FCC HAAT POWER IN EXPIRATION DATE
MARKET(1) STATION CLASS (IN METERS) FREQUENCY KILOWATTS(2) OF FCC LICENSE
- --------- ------- ----- ----------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Wilkes-Barre/Scranton,
PA(5)...................... WGBI-AM B * 910 kHz 1.0-D .5-N August 1, 2006
WGGI-FM A 100 95.9 MHz 6.0 August 1, 2006
WKRZ-FM B 357 98.5 MHz 8.7 August 1, 2006
WWFH-FM A 207 103.1 MHz .73 August 1, 2006
WILP-AM B * 1300 kHz 5.0 August 1, 2006
WKRF-FM A 267 107.9 MHz .84 August 1, 2006
WSHG-FM A 22 102.3 MHz 5.8 August 1, 2006
WILK-AM B * 980 kHz 5.0 August 1, 2006
WGGY-FM B 338 101.3 MHz 7.0 August 1, 2006
Gainesville/Ocala, FL...... WKTK-FM C1 299 98.5 MHz 100 February 1, 2004
WSKY-FM(6) C2 289 97.3 MHz 13.5 February 1, 2004
Longview/Kelso, OR......... KBAM-AM D * 1270 kHz 5-D February 1, 2006
0.083-N
KEDO-AM C * 1400 kHz 1 February 1, 2006
KLYK-FM A 262 105.5 MHz 0.7 February 1, 2006
KRQT-FM C3 528 107.1 MHz 0.74 February 1, 2006
</TABLE>

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

* Not applicable for AM transmission facilities.
(1) Metropolitan market served; city of license may differ.
(2) Pursuant to FCC rules and regulations, many AM radio stations are licensed
to operate at a reduced power during the nighttime broadcasting hours, which
results in reducing the radio station's coverage during the nighttime hours
of operation. Both power ratings are shown, where applicable. For FM
stations, the maximum effective radiated power in the main lobe is given.
(3) KKGM-AM also has a construction permit to broadcast with call letters
KBJC-AM at 1660 kHz in the expanded AM band with 10 kw-D and 1 kw-N.
(4) Station to be acquired upon consummation of the Sinclair acquisition.
(5) All stations in this market to be acquired upon consummation of the Sinclair
acquisition.
(6) WSKY-FM has operated since June 1998 with the facilities shown pending
action on an FCC license application.

TRANSFERS OR ASSIGNMENT OF LICENSES. The Communications Act prohibits the
assignment of broadcast licenses or the transfer of control of broadcast
licensee without the prior approval of the FCC. In determining whether to grant
such approval, the FCC considers a number of factors pertaining to the licensee
(and proposed licensee), including:

- compliance with the various rules limiting common ownership of media
properties in a given market;

- the "character" of the licensee and those persons holding "attributable"
interests in the licensee; and

- compliance with the Communications Act's limitations on alien ownership
as well as compliance with other FCC regulations and policies.

To obtain FCC consent to assign or transfer control of a broadcast license,
appropriate applications must be filed with the FCC. If the application involves
a "substantial change" in ownership or control, the application must be placed
on public notice for not less than 30 days during which time petitions to deny
or other objections against the application may be filed by interested parties,
including members of the public. If the application does not involve a
"substantial change" in ownership or control, it is a "pro forma" application.
The "pro forma" application is nevertheless subject to having informal
objections filed against it. When passing on an assignment or transfer
application, the FCC is prohibited from considering whether the public interest
might be served by an assignment or transfer of the broadcast license to any
party other than the assignee or transferee specified in the application.

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MULTIPLE OWNERSHIP RULES. The Communications Act and FCC rules impose
specific limits on the number of commercial radio stations an entity can own in
a single market. These rules preclude us from acquiring certain stations we
might otherwise seek to acquire, including the acquisition of more than one
additional Sinclair radio station in Kansas City, where we already own seven
stations. The rules also effectively prevent us from selling stations in a
market to a buyer that has reached its ownership limit in the market. The local
radio ownership rules are as follows:

- in markets with 45 or more commercial radio stations, ownership is
limited to eight commercial stations, no more than five of which can be
either AM or FM;

- in markets with 30 to 44 commercial radio stations, ownership is limited
to seven commercial stations, no more than four of which can be either AM
or FM;

- in markets with 15 to 29 commercial radio stations, ownership is limited
to six commercial stations, no more than four of which can be either AM
or FM; and

- in markets with 14 or fewer commercial radio stations, ownership is
limited to five commercial stations or no more than 50% of the market's
total, whichever is lower, and no more than three of which can be either
AM or FM.

The FCC is also reportedly considering proposing a policy that would give
special review to a proposed transaction if it would enable a single owner to
attain a high degree of revenue concentration in a market.

In addition to the limits on the number of radio stations that a single
owner may own, the FCC's radio/television cross-ownership rule prohibits, absent
a waiver, the same owner from owning a radio broadcast station and a television
broadcast station in the same geographic market, and the FCC's
broadcast/newspaper cross-ownership rule prohibits the same owner from owning a
broadcast station and a daily newspaper in the same geographic market. The FCC
recently revised its radio/television cross-ownership rule to allow for greater
common ownership of television and radio stations. The revised rule is not yet
in effect. When it is effective, the revised radio/television cross-ownership
rule will permit a single owner to own up to two television stations, consistent
with the FCC's rules on common ownership of television stations, together with
one radio station in all markets. In addition, an owner will be permitted to own
additional radio stations, not to exceed the local ownership limits for the
market, as follows:

- in markets where 20 media voices will remain, an owner may own an
additional 5 radio stations, or, if the owner only has one television
station, an additional 6 radio stations; and

- in markets where 10 media voices will remain, an owner may own an
additional 3 radio stations.

A "media voice" includes each independently-owned, full power television and
radio station and each daily newspaper, plus one voice for all cable television
systems operating in the market.

The FCC generally applies its ownership limits to "attributable" interests
held by an individual, corporation, partnership or other association. In the
case of corporations directly or indirectly controlling broadcast licenses, the
interests of officers, directors and those who, directly or indirectly, have the
right to vote 5% or more of the corporation's voting stock are generally
attributable. In addition, certain passive investors are attributable if

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they hold 10% or more of the corporation's voting stock, although recent FCC
rule changes, when they go into effect, will increase the threshold for these
passive investors to 20%. If a single individual or entity controls more than
50% of a corporation's voting stock, however, the interests of other
shareholders are generally not attributable unless the shareholders are also
officers or directors of the corporation. David J. Berkman, one of our
directors, is an officer and director of a corporation that owns five radio
stations which serve markets in Ohio and West Virginia, and his interest in
these radio stations constitutes an attributable interest under the FCC rules.

The FCC recently adopted a new rule, known as the equity-debt-plus or EDP
rule that causes certain creditors or investors to be attributable owners of a
station, regardless of whether there is a single majority shareholder. Under
this new rule, a major programming supplier or a same-market owner will be an
attributable owner of a station if the supplier or owner holds debt or equity,
or both, in the station that is greater than 33% of the value of the station's
total debt plus equity. A major programming supplier includes any programming
supplier that provides more than 15% of the station's weekly programming hours.
A same-market owner includes any attributable owner of a media company,
including broadcast stations, cable television and newspapers, located in the
same market as the station, but only if the owner is attributable under an FCC
attribution rule other than the EDP rule. Both the current and the revised
attribution rules limit the number of radio stations we may acquire or own in
any market.

The Communications Act prohibits the issuance or holding of broadcast
licenses by aliens, including any corporation if more than 20% of its capital
stock is owned or voted by aliens. In addition, the FCC may prohibit any
corporation from holding a broadcast license if the corporation is directly or
indirectly controlled by any other corporation of which more than 25% of the
capital stock is owned of record or voted by aliens, if the FCC finds that the
prohibition is in the public interest. Our articles of incorporation prohibit
the ownership, voting and transfer of our capital stock in violation of the FCC
restrictions, and prohibit the issuance of capital stock or the voting rights
such capital stock represents to or for the account of aliens or corporations
otherwise subject to domination or control by aliens in excess of the FCC
limits. The articles of incorporation authorize our board of directors to
enforce these prohibitions. In addition, the articles of incorporation provide
that shares of our capital stock determined by our board of directors to be
owned beneficially by an alien or an entity directly or indirectly owned by
aliens in whole or in part shall be subject to redemption by us by action of the
board of directors to the extent necessary, in the judgment of the board of
directors, to comply with these alien ownership restrictions. See "Description
of Capital Stock."

TIME BROKERAGE AGREEMENTS. Over the past few years, a number of radio
stations have entered into what have commonly been referred to as time brokerage
agreements. While these agreements may take varying forms, under a typical time
brokerage agreement, separately owned and licensed radio stations agree to enter
into cooperative arrangements of varying sorts, subject to compliance with the
requirements of antitrust laws and with FCC's rules and policies. Under these
arrangements, separately-owned stations could agree to function cooperatively in
programming, advertising sales and similar matters, subject to the requirement
that the licensee of each station maintain independent control over the
programming and operations of its own station. One typical type of time
brokerage agreement is a programming agreement between two separately-owned
radio stations serving a common service area, whereby the licensee of one
station provides substantial portions of the broadcast programming for airing on
the other licensee's station,

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subject to ultimate editorial and other controls being exercised by the latter
licensee, and sells advertising time during those program segments.

The FCC's rules provide that a radio station that brokers more than 15% of
the weekly broadcast time on another station serving the same market will be
considered to have an attributable ownership interest in the brokered station
for purposes of FCC's local radio ownership limits. As a result, in a market
where we own a radio station, we would not be permitted to enter into a time
brokerage agreement with another radio station in the same market if we could
not own the brokered station under the local ownership rules, unless our
programming on the brokered station constituted 15% or less of the brokered
station's programming time on a weekly basis. The FCC has recently revised this
rule so that, when the revised rule takes effect, the attribution for radio time
brokerage agreements will apply for all of the FCC's multiple ownership rules,
as well as its local radio ownership rules. FCC rules also prohibit a broadcast
station from duplicating more than 25% of its programming on another station in
the same broadcast service (i.e., AM-AM or FM-FM) through a time brokerage
agreement where the brokered and brokering stations which it owns or programs
serve substantially the same area.

PROGRAMMING AND OPERATION. The Communications Act requires broadcasters to
serve the "public interest." The FCC gradually has relaxed or eliminated many of
the more formalized procedures it had developed in the past to promote the
broadcast of certain types of programming responsive to the needs of a station's
community of license. A licensee continues to be required, however, to present
programming that is responsive to issues of the station's community of license
and to maintain records demonstrating this responsiveness. Complaints from
listeners concerning a station's programming often will be considered by the FCC
when it evaluates renewal applications of a licensee, although listener
complaints may be filed at any time, are required to be maintained in the
station's public file and generally may be considered by the FCC at any time.
Stations also must pay regulatory and application fees and follow various rules
promulgated under the Communications Act that regulate, among other things,
political advertising, sponsorship identifications, the advertisement of
contests and lotteries, obscene and indecent broadcasts, and technical
operations, including limits on human exposure to radio frequency radiation. In
addition, the FCC rules formerly required that licensees develop and implement
programs designed to promote equal employment opportunities and submit reports
to the FCC with respect to these matters on an annual basis and in connection
with a renewal application. The U.S. Court of Appeals for the District of
Columbia has declared some of these employment rules unconstitutional. The FCC
recently initiated a rulemaking proceeding to reestablish its employment
regulations.

PROPOSED AND RECENT CHANGES. Congress and the FCC may in the future
consider and adopt new laws, regulations and policies regarding a wide variety
of matters that could (1) affect, directly or indirectly, the operation,
ownership and profitability of our radio stations, (2) result in the loss of
audience share and advertising revenues for our radio stations, and (3) affect
our ability to acquire additional radio stations or to finance those
acquisitions. Such matters may include:

- regulatory fees, spectrum use fees, or other fees on FCC licenses;

- foreign ownership of broadcast licenses;

- restatement in revised form of FCC's equal employment opportunity rules
and revisions to the FCC's rules relating to political broadcasting;

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- technical and frequency allocation matters;

- proposals to restrict or prohibit the advertising of beer, wine and other
alcoholic beverages on radio; and

- changes in the FCC's cross-interest, multiple ownership and attribution
policies.

The FCC currently is considering authorizing the use of In-Band
On-Channel(TM) technology for FM radio stations. In-Band On-Channel technology
would permit an FM station to transmit radio programming in both analog and
digital formats, or in digital only formats, using the bandwidth that the radio
station is currently licensed to use. It is unclear what regulations the FCC
will adopt regarding In-Band On-Channel technology and what effect such
regulations would have on our business or the operations of its radio stations.

The FCC is considering a proposal to authorize the operation of low power
radio and "microradio" within the existing FM band. Low power radio and
microradio would operate at power levels below that of full power FM radio
stations, such as those we own. The FCC has proposed that low power radio and
microradio stations not be subject to the same level of regulation to which full
power radio stations are subject. We cannot predict the outcome of this FCC
proceeding or what effect, including interference effect, that low power radio
and microradio would have on the operations of our radio stations or on our
ability to engage in digital transmission of our radio programming.

Finally, the FCC has adopted procedures for the auction of broadcast
spectrum in circumstances where two or more parties have filed for new or major
change applications which are mutually exclusive. Such procedures may limit our
efforts to modify or expand the broadcast signals of our stations.

We cannot predict what other matters might be considered in the future by
the FCC or Congress, nor can we judge in advance what impact, if any, the
implementation of any of these proposals or changes might have on our business.

FEDERAL ANTITRUST LAWS. The agencies responsible for enforcing the federal
antitrust laws, the Federal Trade Commission or the Department of Justice, may
investigate certain acquisitions. We cannot predict the outcome of any specific
Department of Justice or Federal Trade Commission investigation. Any decision by
the Federal Trade Commission or the Department of Justice to challenge a
proposed acquisition could affect our ability to consummate the acquisition or
to consummate it on the proposed terms.

For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino
Act requires the parties to file Notification and Report Forms with the Federal
Trade Commission and the Department of Justice and to observe specified waiting
period requirements before consummating the acquisition. If the investigating
agency raises substantive issues in connection with a proposed transaction, then
the parties frequently engage in lengthy discussions or negotiations with the
investigating agency concerning possible means of addressing those issues,
including restructuring the proposed acquisition or divesting assets. In
addition, the investigating agency could file suit in federal court to enjoin
the acquisition or to require the divestiture of assets, among other remedies.
Acquisitions that are not required to be reported under the Hart-Scott-Rodino
Act may be investigated by the Federal Trade Commission or the Department of
Justice under the antitrust laws before or after consummation. In addition,
private parties may under certain circumstances bring legal action to challenge
an acquisition under the antitrust laws. The consummation of the

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Sinclair acquisition is subject to the notification filing requirements,
applicable waiting periods and possible review by the Department of Justice and
the Federal Trade Commission. We have filed the applicable Hart-Scott-Rodino
notice and are waiting for the Federal Trade Commission and the Department of
Justice to determine whether a more detailed investigation is required. See
"Risk Factors -- Sinclair Acquisition."

As part of its increased scrutiny of radio station acquisitions, the
Department of Justice has stated publicly that it believes that local marketing
agreements, joint sales agreements, time brokerage agreements and other similar
agreements customarily entered into in connection with radio station transfers
could violate the Hart-Scott-Rodino Act if such agreements take effect prior to
the expiration of the waiting period under the Hart-Scott-Rodino Act.
Furthermore, the Department of Justice has noted that joint sales agreements may
raise antitrust concerns under Section 1 of the Sherman Act and has challenged
joint sales agreements in certain locations. The Department of Justice also has
stated publicly that it has established certain revenue and audience share
concentration benchmarks with respect to radio station acquisitions, above which
a transaction may receive additional antitrust scrutiny. However, to date, the
Department of Justice has also investigated transactions that do not meet or
exceed these benchmarks, and has cleared transactions that do exceed these
benchmarks. There can be no assurance of what action the Department of Justice
or the Federal Trade Commission may take with respect to the Sinclair
acquisition, particularly with respect to Kansas City.

EMPLOYEES

On July 31, 1999, we had a staff of 829 full-time employees and 391
part-time employees. We are a party to collective bargaining agreements with the
American Federation of Television and Radio Artists, which we call AFTRA, which
apply to some of our programming personnel and with the International
Brotherhood of Electrical Workers which applies to some of our engineering
personnel. These collective bargaining agreements expire at various times over
the next three years. Our Boston AFTRA collective bargaining agreement expired
on June 14, 1999, and we agreed to extend the agreement to September 14, 1999.
We are currently renegotiating this agreement. However, we cannot predict the
outcome of these negotiations. We believe that our relations with our employees
are good.

ENVIRONMENTAL

As the owner, lessee or operator of various real properties and facilities,
we are subject to various federal, state and local environmental laws and
regulations. Historically, compliance with these laws and regulations has not
had a material adverse effect on our business. There can be no assurance,
however, that compliance with existing or new environmental laws and regulations
will not require us to make significant expenditures of funds.

SEASONALITY

Seasonal revenue fluctuations are common in the radio broadcasting industry
and are due primarily to fluctuations in advertising expenditures by retailers.
Our revenues and broadcast cash flows are typically lowest in the first calendar
quarter.

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PROPERTIES AND FACILITIES

The types of properties required to support each of our radio stations
include offices, studios and transmitter/antenna sites. We typically lease our
studio and office space with lease terms that expire in five to ten years,
although we do own some of our facilities. A station's studios are generally
housed with its offices in downtown or business districts. We generally consider
our facilities to be suitable and of adequate size for our current and intended
purposes. We own a majority of our main transmitter and antenna sites and lease
the remainder of our transmitter/antenna sites with lease terms that expire,
including renewal options, in periods ranging up to twenty years. The
transmitter/antenna site for each station is generally located so as to provide
maximum market coverage, consistent with the station's FCC license. In general,
we do not anticipate difficulties in renewing facility or transmitter/antenna
site leases or in leasing additional space or sites if required.

We own substantially all of our other equipment, consisting principally of
transmitting antennae, transmitters, studio equipment and general office
equipment. The towers, antennae and other transmission equipment used by our
stations are generally in good condition, although opportunities to upgrade
facilities are continuously reviewed. Substantially all of the property that we
own secures our borrowings under our credit facility.

LEGAL PROCEEDINGS

We currently and from time to time are involved in litigation incidental to
the conduct of our business, but we are not a party to any lawsuit or proceeding
which, in the opinion of management, is likely to have a material adverse effect
on us.

We entered into a preliminary agreement on February 6, 1996, to acquire the
assets of radio station KWOD-FM, Sacramento, California, from Royce
International Broadcasting Corporation, subject to approval by the FCC, for a
purchase price of $25.0 million. Notwithstanding our efforts to pursue this
transaction, the seller has been nonresponsive. Accordingly, we cannot determine
if and when the transaction might occur. On July 28, 1999, we commenced a legal
action seeking to enforce this agreement.

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THE SINCLAIR ACQUISITION

OVERVIEW

In August 1999, we agreed to purchase 46 radio stations from various
subsidiaries of Sinclair Broadcast Group, Inc. and related entities for a total
purchase price of $824.5 million. Our arrangement with Sinclair consists of two
separate asset purchase agreements -- one for Sinclair's four Kansas City
stations, for which the purchase price is $122.0 million, and one for the
remaining 42 stations and other assets that we are acquiring, for which the
purchase price is $702.5 million. The asset purchase agreements contain various
representations and warranties of the parties, including representations and
warranties regarding FCC and other government licenses or consents. We have
placed a $50.0 million letter of credit in favor of Sinclair in escrow with
First Union National Bank to secure our obligations under the agreements.
However, in the event of our default, our total exposure under both agreements
is limited to the $50.0 million letter of credit, approximately $7.0 million of
which is allocated to the Kansas City agreement.

In conjunction with the Sinclair acquisition, federal regulations require
us to divest three stations in our Kansas City market, where we already own
seven stations. We are seeking to swap three Kansas City stations for stations
in other markets, or if we are unable to consummate a swap, we may sell these
stations for cash or pursue a combination of swaps and sales. We have not yet
determined which Kansas City stations we will divest. In order to comply with
federal regulations, we may put these stations into a trust for our benefit with
an independent trustee until the stations are conveyed to a third party.

We have also agreed to purchase 300,000 shares of common stock, at $5.00
per share, in USA Digital Radio, Inc., a developer of digital audio broadcasting
technology, which will increase our total holdings to 500,000 shares of common
stock.

CLOSING CONDITIONS

Completion of the acquisitions is subject to various conditions including
(1) the receipt of FCC consent to the assignment of the station licenses to
Entercom, (2) the expiration or termination of the applicable waiting periods
under the Hart-Scott-Rodino Act and (3) the receipt of consents to the
assignment of certain contracts relating to the stations to Entercom. An
application seeking FCC approval was filed on August 27, 1999, and we filed the
applicable Hart-Scott-Rodino notice with the Federal Trade Commission and the
Department of Justice on August 27, 1999. The multi-market agreement allocates
the purchase price on a market by market basis and provides that a closing with
respect to one market may occur, regardless of whether the closing conditions
for one or more other markets have been met. Therefore, it is possible that one
or more markets may close in a series of separate transactions, although we do
not expect that this will be the case for any market other than Kansas City.

INDEMNIFICATION

The agreements provide for standard provisions regarding indemnification of
the parties to the agreement, including a threshold of $1.0 million that must be
satisfied before Sinclair is obligated to make indemnification payments to us
for our losses in excess of $500,000. Sinclair's indemnity obligations under the
agreements are capped at $50.0 million. Sinclair's representations and
warranties generally survive for a period of

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12 months after closing, and we must make a claim for a breach of a
representation or warranty during this survival period.

PURCHASE PRICE ADJUSTMENTS

Sinclair operates two New Orleans stations, WLTS-FM and WTKL-FM, pursuant
to a time brokerage agreement with Phase II Broadcasting, Inc., which commenced
in November 1997. Sinclair has entered into an agreement with Phase II to
acquire the assets of these stations for $29 million plus an amount determined
by a formula not to exceed $500,000. If Sinclair has not acquired the Phase II
stations prior to the closing of the New Orleans market, the purchase price of
the Sinclair acquisition will be decreased by the purchase price that we would
be required to pay to acquire the Phase II stations, subject to adjustment, and
we will assume Sinclair's rights and obligations under the acquisition agreement
with Phase II.

Sinclair provides sales and marketing services to two
Greenville/Spartanburg stations, WOLI-FM and WOLT-FM, pursuant to a joint
services agreement with Palm Broadcasting, Inc. Sinclair has exercised an option
to acquire these stations in exchange for an amount equal to the outstanding
amount of principal and interest due under a loan agreement between Palm
Broadcasting and River City Broadcasting Company, L.P. As of June 30, 1999, the
principal amount of the loan was $3.1 million and accrued interest was $612,000.
If Sinclair has not acquired the Palm stations prior to the closing of the
Greenville market, the purchase price of the Sinclair acquisition will be
decreased by the purchase price that we would be required to pay to acquire the
Palm stations, subject to adjustment, and we will assume Sinclair's rights and
obligations under the acquisition agreement with Palm.

We have agreed to spend a maximum of $2.0 million in addition to the
purchase price on capital expenditures that Sinclair incurs in connection with
the build-out of certain studio/office space in Buffalo. We have also agreed to
purchase $5.0 million of advertising time on television stations owned and/or
programmed by Sinclair and its affiliates at prevailing rates over the next five
years.

EMPLOYMENT MATTERS

Generally, we have agreed to offer employment to the employees of the
Sinclair stations. Sinclair has agreed generally not to hire any of its former
employees for a period of 12 months after they are hired by us.

FINANCIAL PENALTIES

Pursuant to the multi-market agreement, if the closing on all stations has
not occurred within 135 days after public notice that the applications for
consent to assignment of the Sinclair licenses have been accepted for filing by
the FCC, the purchase price with respect to the stations which have not closed
shall increase 0.75% if the closing has not occurred due to the failure to
receive any required regulatory consent based on facts relating to us or our
affiliates. The purchase price for each such market will continue to increase
0.75% at the end of each 30 day period thereafter until the later of its closing
or the termination of the agreement.

Pursuant to the Kansas City agreement, if closing on all stations has not
occurred within 150 days after public notice that the applications for consent
to assignment of the

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<PAGE> 85

Sinclair licenses have been accepted for filing by the FCC, the purchase price
shall increase 0.75% if the closing has not occurred due to the failure to
receive any required regulatory consent based on facts relating to us or our
affiliates. The purchase price will continue to increase 0.75% each 30 day
period thereafter until the later of the closing or the termination of the
agreement.

TERMINATION

As long as Sinclair is not in material default of the multi-market
agreement, Sinclair may terminate the multi-market agreement with respect to
markets not then closed (1) on the date that would otherwise be the date for
closing all the markets not then closed, if we breach our representations or
warranties, fail to perform our covenants or fail to make required deliveries
under the contract(s), (2) one year after the date that the agreement is signed,
if all of the stations under that agreement have not closed due to the failure
to receive any required regulatory approval and such failure results from facts
relating to us or our affiliates, (3) on or after two years after the date that
the agreement is signed, if all of the stations under that agreement have not
closed due to the failure to receive any necessary regulatory approval and such
failure is due to facts relating to Sinclair or its affiliates or (4) on or
after eighteen months after the date that the agreement is signed, with respect
to the stations under that agreement that have not closed for any reason other
than as provided in clause (3). In addition, Sinclair may terminate the
multi-market agreement if we are in default in any material respect and the
default is not cured within 30 days. Sinclair's sole remedy upon rightful
termination of the multi-market agreement for a breach of the agreement by us or
a failure to receive any necessary regulatory approval by August 18, 2000, based
on facts relating to us or our affiliates with respect to the markets that have
not already closed at the time of such termination, is their receipt, as
liquidated damages of $43.0 million of the $50.0 million letter of credit, less
any amount of the letter of credit released to us upon the earlier closing of
any other market (see below). Upon each closing of a market, a pro rata portion
of the $50.0 million allocable to that market shall be released to us; provided
that 45% of the value of all of Sinclair stations has closed. The Kansas City
agreement has substantially the same termination provisions as the multi-market
agreement, except that $7.0 million of the $50 million letter of credit is
allocated to the Kansas City Agreement.

We have the right to terminate either agreement with respect to any market
not then closed (1) if certain conditions to closing that agreement are not met;
(2) if Sinclair is in default in any material respect with regard to the
agreement being terminated and such default is not cured within 30 days; (3)
fifteen months after the date the agreement is signed if all of the markets
under that agreement have not closed due to the failure to receive regulatory
approval due to facts relating to Sinclair or its affiliates; or (4) upon the
occurrence of the conditions set forth in clause (4) above, in each case without
further obligation to Sinclair. In such an event we will obtain the release of
any remaining balance of the letter of credit allocable to such agreement. In
the event of a default by Sinclair, we are entitled to specific performance
and/or damages.

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<PAGE> 86

MANAGEMENT

The following table provides information concerning our directors and
executive officers.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Joseph M. Field............. 67 Chairman of the Board and Chief Executive
Officer
David J. Field.............. 37 President, Chief Operating Officer and
Director
John C. Donlevie............ 52 Executive Vice President, Secretary, General
Counsel and Director
Stephen F. Fisher........... 47 Senior Vice President and Chief Financial
Officer
Herbert Kean, M.D. ......... 67 Director
S. Gordon Elkins............ 68 Director
Thomas H. Ginley, Jr., 75 Director
M.D. .....................
Lee Hague................... 53 Director
Marie H. Field.............. 61 Director
Michael R. Hannon........... 39 Director
David J. Berkman............ 37 Director
</TABLE>

Joseph M. Field founded Entercom in 1968 and has served since our inception
as our Chairman of the Board and Chief Executive Officer and was our President
until September 1998. Before entering the broadcasting business, he practiced
law for 14 years in New York (including service as an Assistant United States
Attorney) and Philadelphia. Mr. Field served on the Board of Directors of the
National Association of Broadcasters for four years as a representative of the
major radio group broadcasters. He currently serves on the Boards of Directors
of The Curtis Institute of Music, the Settlement Music School, the American
Interfaith Institute, the Liberty Museum, the Jewish Educational and Vocational
Service (JEVS) and the Philadelphia Chamber Music Society. Mr. Field has a B.A.
from the University of Pennsylvania and a L.L.B. from Yale Law School. He is the
spouse of Marie H. Field and the father of David J. Field.

David J. Field has served as our President since September 1998, our Chief
Operating Officer since April 1996 and one of our directors since November 1995.
He also served as our Chief Financial Officer from 1992 to November 1998. Mr.
Field joined us in 1987 and served as our Director of Finance and Corporate
Development from 1987 to 1988, Vice President-Finance and Corporate Development
from 1988 to 1992, Vice President-Operations and Chief Financial Officer from
1992 to 1995 and Senior Vice President-Operations and Chief Financial Officer
from 1995 to 1996. Prior to joining us, he was an investment banker with
Goldman, Sachs & Co. Mr. Field currently serves on the Boards of Directors of
The Radio Advertising Bureau and The Wilderness Society. He has a B.A. from
Amherst College and an M.B.A. from the Wharton School of the University of
Pennsylvania. Mr. Field is the son of Joseph M. Field and Marie H. Field.

John C. Donlevie has served as our Executive Vice President, General
Counsel and one of our directors since October 1989, our Secretary since
December 1998 and was our Vice President-Legal and Administrative from July 1984
when he joined us to October 1989. Prior to joining us, Mr. Donlevie practiced
law for 11 years, most recently

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<PAGE> 87

as Corporate Counsel of Ecolaire Incorporated in Malvern, Pennsylvania. He has a
B.S. from Drexel University and a J.D. from Temple University School of Law.

Stephen F. Fisher has served as our Senior Vice President and Chief
Financial Officer since November 1998. From 1994 to 1998, he was a Managing
Director with Bachow & Associates, a private equity firm located in Bala Cynwyd,
Pennsylvania. Prior to joining Bachow & Associates, Mr. Fisher held numerous
operational and financial management positions over a period of 15 years, most
recently as Executive Vice President with Westinghouse Broadcasting Company,
Inc. (now CBS). He has an M.A. from Bob Jones University and an M.B.A. from the
University of South Carolina.

Herbert Kean, M.D. has served as one of our directors since our inception.
In addition, he served as our Secretary from our inception until February 1984.
Dr. Kean is currently a medical physician in private practice in the
Philadelphia area. He has a B.S. from the University of Pennsylvania and an M.D.
from Hahnemann University.

S. Gordon Elkins has served as one of our directors since February 1978. He
was a partner in the law firm of Stradley, Ronon, Stevens & Young from September
1962 through January 1999 and currently is affiliated with the firm. Mr. Elkins
has a B.S. from Temple University and an L.L.B. from Yale Law School.

Thomas H. Ginley, Jr., M.D. has served as one of our directors since
January 1971 and previously served as our Secretary from February 1984 to
December 1998. Dr. Ginley is President and a director of the A & T Development
Corporation, Treasurer and a director of Vanessa Noel Couture, Inc. and
President of Gemologist Treasury International Inc. He is a diplomat of the
National Board as well as a fellow of the American College of Surgeons. Dr.
Ginley has an M.D. from Georgetown University.

Lee Hague has served as one of our directors since March 1980. He has
served as an independent consultant to various broadcasting groups and provides
financial advisory and media brokering services to the industry. Mr. Hague is
currently the Chairman of the Board and Chief Executive Officer of Aspect
Holdings Inc. Prior to joining Aspect Holdings Inc. in 1998, he served as
President of Hague & Company over a period of 20 years. Mr. Hague has over 20
years' experience in the radio industry. He has a B.S. from Northwestern
University and an M.M. from the J.L. Kellogg Graduate School of Management,
Northwestern University.

Marie H. Field has served as one of our directors since October 1989. She
served for over 25 years as a teacher in public and private schools in New York
and Philadelphia. Mrs. Field serves on the Board of Directors of the Ovarian
Cancer Research Fund in New York and the Board of Overseers of the University of
Pennsylvania School of Social Work. She has a B.A. from Barnard College. Mrs.
Field is the spouse of Joseph M. Field and the mother of David J. Field.

Michael R. Hannon has served as one of our directors since December 1998.
He is a general partner of Chase Capital, a general partnership which invests in
international private equity opportunities with a significant concentration in
the media and telecommunications industries. Prior to joining Chase Capital in
1988, Mr. Hannon held various positions at Morgan Stanley & Co. Incorporated. He
currently serves on the Boards of Directors of TeleCorp PCS, Formus
Communications and Financial Equity Partners. Mr. Hannon has a B.A. from Yale
University and an M.B.A. from Columbia Business School.

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<PAGE> 88

David J. Berkman has served as one of our directors since the consummation
of our initial public offering in January 1999. He has served as Executive Vice
President and is on the Board of Directors of The Associated Group, Inc., a
company involved in selected aspects of the telecommunications business, since
1994. As part of his duties for The Associated Group, Inc., Mr. Berkman serves
as Chief Executive Officer and is on the Board of Directors of True Position,
Inc., a company engaged in the provision of wireless location products and
services. He also currently serves on the Boards of Directors of Teligent, Inc.,
V-Span, Inc. and Portatel del Sureste, S.A. de C.V. Mr. Berkman has a B.S. from
the Wharton School of the University of Pennsylvania.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors has established an audit committee and a
compensation committee.

AUDIT COMMITTEE. The audit committee consists of Messrs. Berkman and
Hague. The responsibilities of the audit committee include:

- recommending to the board of directors independent public accountants to
conduct the annual audit of our financial statements;

- reviewing the proposed scope of the audit and approving the audit fees to
be paid;

- reviewing our accounting and financial controls with the independent
public accountants and our financial and accounting staff; and

- reviewing and approving transactions, other than compensation matters,
between us and our directors, officers and affiliates.

COMPENSATION COMMITTEE. Our compensation committee consists of Messrs.
Ginley, Kean and Hannon. The compensation committee provides a general review of
our compensation plans to ensure that they meet corporate objectives. The
responsibilities of the compensation committee also include administering and
interpreting our Employee Stock Purchase Plan and the 1998 Equity Compensation
Plan, including selecting the officers, salaried employees and other qualified
recipients that will be granted awards under the 1998 Equity Compensation Plan.

DIRECTOR COMPENSATION

During the last calendar year, all of our directors were compensated $200
for each board meeting that they attended in person. Following the consummation
of our initial public offering, all of our non-employee directors became
entitled to receive a fee of $1,000 for each board meeting and $500 for each
committee meeting that they attend in person and $250 for each telephonic
meeting of the board or a committee. Employee directors are not entitled to
receive additional compensation for their services as directors. In addition,
upon the completion of our initial public offering, Marie H. Field, S. Gordon
Elkins, Lee Hague, Thomas H. Ginley, Jr., M.D., Herbert Kean, M.D., Michael R.
Hannon and David J. Berkman received stock options under the 1998 Equity
Compensation Plan, and Lee Hague and S. Gordon Elkins received restricted stock
grants under the 1998 Equity Compensation Plan.

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<PAGE> 89

EXECUTIVE OFFICER COMPENSATION

The following table provides summary information concerning compensation
paid to or earned by our Chief Executive Officer and our other most highly
compensated executive officers for services rendered during the year ended
September 30, 1998 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION OTHER
-------------------- ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION
- --------------------------- ---- -------- -------- ------------
<S> <C> <C> <C> <C>
Joseph M. Field, Chairman of the
Board and Chief Executive
Officer.......................... 1998 $554,992 -- *
David J. Field, President and Chief
Operating Officer................ 1998 262,973 $116,000 *
John C. Donlevie, Executive Vice
President, Secretary and General
Counsel.......................... 1998 181,947 116,000 *
</TABLE>

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

* Value of perquisites and other personal benefits paid does not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
the executive officer and, therefore, is not required to be disclosed
pursuant to rules of the Commission.

(1) Includes amounts accrued during year presented but paid in the subsequent
year.

1998 EQUITY COMPENSATION PLAN

We have adopted the 1998 Equity Compensation Plan, effective as of June 24,
1998. The 1998 Equity Compensation Plan provides for grants to employees of ours
and our subsidiaries (including employees who are officers or directors), our
non-employee directors and certain advisors and consultants who perform services
for us and our subsidiaries of:

- incentive stock options;

- "nonqualified stock options" that are not intended to qualify as
incentive stock options;

- restricted stock; and

- stock appreciation rights.

Only shares of Class A common stock may be issued under the 1998 Equity
Compensation Plan.

GENERAL. Subject to adjustment, we may issue shares of Class A common
stock up to an amount equal to 10% of our outstanding Class A, Class B and Class
C common stock under the Plan. As of August 25, 1999, we have granted and have
currently outstanding 11,112 shares of restricted stock and nonqualified stock
options to purchase 838,842 shares of Class A common stock having a weighted
average exercise price of $21.58 per share.

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<PAGE> 90

We have not issued any incentive stock options or stock appreciation rights. The
number of shares for which incentive stock options may be issued under the Plan
may not exceed 1,850,000 shares, subject to adjustment, and the number of shares
of restricted stock that may be issued under the Plan may not exceed 925,000
shares, subject to adjustment.

ADMINISTRATION OF THE 1998 EQUITY COMPENSATION PLAN. The Plan is
administered and interpreted by our compensation committee. Subject to the
ratification or approval by the board of directors, if the board retains the
right, the committee has the sole authority to:

- determine the individuals that shall be given awards;

- determine the terms of the awards;

- delegate to our Chief Executive Officer, Joseph M. Field, the authority
to make grants to employees; and

- deal with any other matters arising under the Plan.

OPTIONS. The exercise price of any incentive stock option will not be less
than the fair market value of our Class A common stock on the date of grant, or
not less than 110% of the fair market value of the common stock in the case of
an employee who owns more than 10% of our Class A, Class B and Class C common
stock. The exercise price of a nonqualified stock option may be greater than,
equal to or less than the fair market value of our Class A common stock on the
date of grant. The exercise period of an option may not exceed ten years from
the date of grant, and the exercise period of an incentive stock option granted
to an employee who owns more than 10% of the Class A, Class B and Class C common
stock may not exceed five years from the date of grant. The participant may pay
the exercise price in cash or, with the approval of the committee, by delivering
shares of common stock owned by the participant and having a fair market value
on the date of exercise equal to the exercise price or by any other method that
the committee approves.

EMPLOYEE STOCK PURCHASE PLAN

We have adopted the Employee Stock Purchase Plan, effective as of January
28, 1999. A total of up to 1,850,000 shares of our Class A common stock may be
issued under the employee plan, subject to adjustment. Under the employee plan,
we will withhold a specified percentage (not to exceed 10%) of the compensation
paid to each participant, and the amount withheld (and any additional amount
contributed by the participant) will be used to purchase our Class A common
stock on the last day of each purchase period. The purchase price will be
determined by the employee plan committee and shall not be less than 85% of the
value of the stock on the last day of the purchase period. The length of each
purchase period shall be specified by the employee plan committee. The first
purchase period began on April 1, 1999. The maximum value of shares that a
participant in the employee plan may purchase during any calendar year is
$25,000.

EMPLOYMENT AGREEMENTS

JOSEPH M. FIELD EMPLOYMENT AGREEMENT. We have entered into an employment
agreement with Joseph M. Field pursuant to which Mr. Field serves as our Chief

85
<PAGE> 91

Executive Officer. The employment agreement may be terminated upon written
notice no less than 30 days prior to the end of any calendar year. Absent such
written notice, the employment agreement is automatically renewed for a period
of one year. In the event of Mr. Field's death during the term of the employment
agreement, we will pay his survivors Mr. Field's compensation for one year at
the then current rate. In the event of the total disability of Mr. Field, we
will pay Mr. Field compensation for the lesser of the period of his disability
or one year at the then applicable rate. Mr. Field's current base salary is
$558,000 and is increased or decreased annually by a percentage equal to the
percentage of inflation or deflation over the immediately preceding twelve month
period, provided that the base salary shall never be less than $500,000. The
board of directors may approve additional salary, bonuses, fees, or other
compensation for Mr. Field. Mr. Field is entitled to participate in any bonus,
profit sharing, retirement, insurance or other plan or program that we adopt.
Absent our express prior written consent, Mr. Field is prohibited, in the event
of his termination by resignation or for cause, for a period of two years
following the termination of the employment agreement, from engaging in any
broadcast business that we compete with in any standard metropolitan statistical
area in which we are then operating a broadcast property.

EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS. We have entered into employment
agreements with David J. Field and John C. Donlevie. Each of these employment
agreements provides that the employee may be terminated at will by either party
(1) immediately if good cause for termination exists, or (2) upon thirty days
notice in the absence of good cause. Pursuant to these employment agreements,
the current annual salaries of Mr. Field and Mr. Donlevie are $350,000 and
$225,000, respectively. Each of the employment agreements provides for yearly
salary adjustments for inflation and an annual discretionary bonus.

STEPHEN F. FISHER EMPLOYMENT AGREEMENT. We have entered into an employment
agreement with Stephen F. Fisher for a term ending December 31, 2000 and year to
year thereafter unless terminated by either party at least 120 days prior to the
end of the then current term. In the event of a change of control, the 120 days
is increased by 60 days or in lieu of additional notice we may pay 60 days
salary. We may terminate the agreement at any time for cause. Mr. Fisher's
salary is $250,000 annually and is increased each year for inflation. In
addition, Mr. Fisher is eligible for an annual discretionary bonus.

Mr. Fisher is prohibited, so long as he is our employee and for a period of
one year thereafter, from serving, directly or indirectly in any enterprise
which we compete with; provided, however, if Mr. Fisher is terminated without
cause or if his employment agreement is terminated due to the parties inability
to renegotiate certain compensation terms, then Mr. Fisher will be restricted
from serving in a competitive business for a period of three months plus any
time for which he receives a cash payment.

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<PAGE> 92

CERTAIN TRANSACTIONS

S. Gordon Elkins, one of our directors, is affiliated with the law firm of
Stradley, Ronon, Stevens & Young. This firm has served as our outside counsel on
various matters.

Michael R. Hannon, one of our directors, is a general partner of Chase
Capital Partners. In May 1996, Chase Capital acquired a convertible subordinated
promissory note from us for $25 million. The convertible subordinated note was
converted into 2,327,500 shares of our Class A common stock and 1,995,669 shares
of our Class C common stock. Chase Capital was a selling shareholder in our
initial public offering in January 1999 and received net proceeds of $49.2
million from the sale of all of its Class A common stock.

On May 21, 1996, we entered into a registration rights agreement, dated as
of May 21, 1996, with Chase Equity Associates, L.P., an affiliate of Chase
Capital Partners. The agreement grants Chase Equity Associates and Chase Capital
the right to require us, subject to certain limitations, to effect one "demand"
registration statement under the Securities Act for the sale of their shares of
our common stock. Chase Equity Associates is the beneficial owner of all of our
outstanding Class C common stock.

On May 6, 1999, Chase Equity Associates entered into an agreement with the
underwriters of the initial public offering in which (1) the underwriters
released Chase Equity Associates from their 180 day lock-up agreement with
respect to the sale of 300,000 shares of Class A common stock and (2) Chase
Equity Associates agreed that all further sales or dispositions of Class A
common stock, except sales pursuant to the registration rights agreement, shall
be made through a nationally recognized underwriter that we designate.

Some of our FCC licenses are currently owned by ECI License Company, LP, a
limited partnership in which we have been the general partner, owning a 99%
interest. On January 22, 1999, one of our wholly owned subsidiaries purchased
the remaining 1% interest from ECI Investors Corporation, a company that was
owned by our shareholders prior to our initial public offering, excluding Chase
Capital, in the same percentage as their ownership in our company, for $3.4
million. Of the $3.4 million, Joseph M. Field, our Chairman of the Board and
Chief Executive Officer received approximately $1.4 million. Other shareholders
prior to the initial public offering that received a portion of the $3.4 million
include Marie H. Field, one of our directors and wife of Joseph M. Field, David
J. Field, our President, Chief Operating Officer and one of our directors and
son of Joseph M. Field, Nancy E. Field, daughter of Joseph M. Field and Marie H.
Field, Thomas H. Ginley, Jr, M.D., one of our directors, and his wife Emma
Ginley, and Herbert Kean, M.D., one of our directors.

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<PAGE> 93

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information as of August 25, 1999
regarding the beneficial ownership of our common stock by:

- each person known by us to beneficially own more than 5% percent of any
class of our common stock;

- each of our directors and Named Executive Officers;

- the selling shareholders in the concurrent Class A common stock offering;
and

- all of our directors and executive officers as a group.

Each shareholder possesses sole voting and investment power with respect to
the shares listed, unless otherwise noted. For purposes of this table, we have
assumed that the Class A common stock offering is consummated concurrently with
this offering. However, neither offering is contingent on the other.
<TABLE>
<CAPTION>

CLASS A COMMON STOCK(1) CLASS B COMMON STOCK(2) C
--------------------------------------------------------------------- -------------------------------
PERCENT OF
NUMBER NUMBER OF PERCENT OF CLASS AFTER THE NUMBER PERCENT OF
OF SHARES SHARES OFFERED IN CLASS BEFORE THE COMMON OF SHARES CLASS BEFORE THE
BENEFICIALLY THE COMMON COMMON STOCK STOCK BENEFICIALLY COMMON STOCK
NAME OWNED(3) STOCK OFFERING OFFERING(3) OFFERING(4) OWNED(3) OFFERING(3)
- ---- ------------ ----------------- ---------------- --------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Joseph M.
Field(5)(6)......... 2,988,305 12.0% 9,782,555 92.9%
David J.
Field(5)(7)......... 2,654,994 10.6 749,250 7.1
John C. Donlevie..... 6,155 * -- --
Stephen F. Fisher.... 5,000 * -- --
Herbert Kean, M.D.... 1,186,590 4.8 -- --
S. Gordon
Elkins(5)(8)........ 3,383,044 13.6 -- --
Thomas H. Ginley, Jr.
M.D.(9)............. 879,120 3.5 -- --
Lee Hague............ 1,000 * -- --
Marie H.
Field(5)(10)........ 2,988,305 12.0 -- --
Nancy E.
Field(5)(11)........ 2,153,400 8.6 -- --
Michael R.
Hannon(12).......... -- -- -- --
David J. Berkman..... 2,500 * -- --
Chase Equity
Associates, L.P.(12)
380 Madison Avenue
New York, NY
10017............. -- -- -- --
Putnam Investments,
Inc.(13)
One Post Office
Square
Boston, MA 02109.... 2,657,000 10.7 --
All directors and
executive officers
as a group (12
persons)............ 8,452,714 33.9 10,531,805 100.0
OTHER SELLING
SHAREHOLDERS

<CAPTION>
PERCENT OF TOTAL ECONOMIC PERCENT OF TOTAL
CLASS B COMMON STOCK(2) INTEREST VOTING POWER
------------------- --------------------------- ---------------------------
PERCENT OF
CLASS AFTER THE
E COMMON BEFORE THE AFTER THE BEFORE THE AFTER THE
STOCK COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
NAME OFFERING(4) OFFERING OFFERING OFFERING OFFERING
- ---- - --------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Joseph M.
Field(5)(6)......... 34.4% 77.4%
David J.
Field(5)(7)......... 9.2 7.8
John C. Donlevie..... * *
Stephen F. Fisher.... * *
Herbert Kean, M.D.... 3.2 *
S. Gordon
Elkins(5)(8)........ 9.1 2.6
Thomas H. Ginley, Jr.
M.D.(9)............. 2.4 *
Lee Hague............ * *
Marie H.
Field(5)(10)........ 8.0 2.3
Nancy E.
Field(5)(11)........ 5.8 1.7
Michael R.
Hannon(12).......... 4.6 --
David J. Berkman..... * *
Chase Equity
Associates, L.P.(12)
380 Madison Avenue
New York, NY
10017............. 4.6 --
Putnam Investments,
Inc.(13)
One Post Office
Square
Boston, MA 02109.... 7.2 2.0
All directors and
executive officers
as a group (12
persons)............ 55.6 87.4
OTHER SELLING
SHAREHOLDERS
</TABLE>

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<PAGE> 94

- ------------
* Less than one percent.

(1) The number of shares of Class A common stock does not include the shares of
Class A common stock issuable upon conversion of the outstanding shares of
Class B common stock.

(2) 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: (1) any share not voted by
either Joseph M. Field or David J. Field is entitled to one vote; (2) the
holders of Class A common stock, voting as a separate class, are entitled
to elect two directors; (3) each share of Class B common stock is entitled
to one vote with respect to any "going private" transactions under the
Exchange Act; and (4) as required by law. The shares of Class B common
stock are convertible in whole or in part, at the option of the holder,
subject to certain conditions, into the same number of shares of Class A
common stock. See "Description of Capital Stock."

(3) Shares beneficially owned and percentage ownership are based on 24,944,267
shares of Class A common stock, 10,531,805 shares of Class B common stock
and 1,695,669 shares of Class C common stock outstanding as of August 25,
1999.

(4) Assumes no exercise of the underwriters' over-allotment option.

(5) The address of these shareholders is 401 City Avenue, Suite 409, Bala
Cynwyd, Pennsylvania 19004.

(6) Includes (1) 2,830,500 shares of Class A common stock beneficially owned by
Marie H. Field, wife of Joseph M. Field, and (2) 157,805 shares of Class A
common stock held of record by Joseph M. Field as trustee of a trust for
the benefit of an unrelated party.

(7) Includes (1) 666,000 shares of Class A common stock held of record by David
J. Field as co-trustee of a trust for the benefit of Nancy E. Field, (2)
738,150 shares of Class A common stock held of record by David J. Field as
co-trustee of a trust for the benefit of David J. Field and his children
and (3) 1,250,844 shares of Class A common stock held of record by David J.
Field as co-trustee of two trusts for the benefit of the descendants of
David J. Field and Nancy E. Field.

(8) Includes (1) 1,250,844 shares of Class A common stock held of record by Mr.
Elkins as co-trustee of two trusts for the benefit of the descendants of
David J. Field and Nancy E. Field, (2) 738,150 shares of Class A common
stock held of record by Mr. Elkins as co-trustee of a trust for the benefit
of David J. Field and his children, (3) 738,150 shares of Class A common
stock held of record by Mr. Elkins as co-trustee of a trust for the benefit
of Nancy E. Field and her children and (iv) 654,900 shares of Class A
common stock held of record by Mr. Elkins as trustee of a trust for the
benefit of Marie H. Field.

(9) Includes (1) 731,120 shares of Class A common stock held by Mr. Ginley in
joint tenancy with his spouse, (2) 74,000 shares of Class A common stock
owned of record by his spouse and (3) 74,000 shares of Class A common stock
held of record by his spouse as co-trustee of two trusts for the benefit of
their children.

(10) Includes (1) 666,000 shares of Class A common stock held of record by Marie
H. Field as co-trustee of a trust for the benefit of David J. Field, (2)
666,000 shares of Class A common stock held of record by Marie H. Field as
co-trustee of a trust for the benefit of Nancy E. Field and (3) 157,805
shares of Class A common stock held of record by Joseph M. Field, husband
of Marie H. Field, as trustee of a trust for the benefit of an unrelated
party. Does not include 9,782,555 shares of Class B common stock held by
Joseph M. Field, Marie H. Field's spouse. See Note 2 above.

(11) Includes (1) 666,000 shares of Class A common stock held of record by Nancy
E. Field as co-trustee of a trust for the benefit of David J. Field and (2)
738,150 shares of Class A common stock held of record by Nancy E. Field as
co-trustee of a trust for the benefit of Nancy E. Field and her children.

(12) Includes 1,695,669 shares of Class C common stock owned by Chase Equity
Associates, an affiliate of Chase Capital, which represents 100% of the
class. The shares of Class C common stock have no voting rights except as
otherwise required by law. Michael R. Hannon, one of our directors, is a
general partner of Chase Capital. Mr. Hannon exercises shared investment
and voting power with respect to the shares, but disclaims beneficial
ownership. The address for Mr. Hannon is 380 Madison Avenue, New York, New
York 10017.

(13) Includes 2,999,700 shares owned by Putnam Investment Management, Inc. and
357,425 shares owned by The Putnam Advisory Company, Inc., both affiliates
of Putnam Investments, Inc. The beneficial ownership for Putnam is as of
June 30, 1999, the date of the last Form 13-F under the Exchange Act that
Putnam filed.

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ENTERCOM COMMUNICATIONS CAPITAL TRUST

Entercom Communications Capital Trust is a statutory business trust formed
under Delaware law on September 8, 1999 pursuant to a declaration of trust among
the initial trustees and Entercom and a certificate of trust filed with the
Delaware Secretary of State. The declaration of trust will be amended and
restated in its entirety as of the date the trust initially issues the TIDES.
The declaration of trust will be qualified as an indenture under the Trust
Indenture Act of 1939, as amended, upon the effectiveness of the registration
statement of which this prospectus is a part.

The trust's assets consist principally of the debentures, and payments
under the debentures are its sole revenue. The trust exists for the exclusive
purposes of:

- issuing the common securities and the TIDES representing undivided
beneficial ownership interests in the trust's assets;

- investing the gross proceeds of those securities in the debentures; and

- engaging in only those other activities necessary or incidental to those
purposes.

Entercom will directly or indirectly acquire common securities of the trust
in an aggregate liquidation amount equal to 3% of the total capital of the
trust. The trust will generally make payments on the common securities pro rata
with the TIDES. However, if an event of default under the declaration of trust
occurs and is continuing, Entercom's right to payment in respect of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to your rights.

Pursuant to the declaration of trust, the trust will have four trustees:

- three of the trustees, referred to as administrative trustees, will be
officers of Entercom; and

- the fourth trustee will be Wilmington Trust Company, which will act as
property trustee and the statutory Delaware trustee.

In limited circumstances, the holders of a majority of the TIDES will be
entitled to appoint one additional trustee, referred to as the special trustee.
The special trustee need not be an officer or employee of or otherwise
affiliated with Entercom. The special trustee will have the same rights, powers
and privileges as the administrative trustees. See "Description of TIDES --
Voting Rights; Amendment of the Declaration."

The property trustee holds title to the debentures for your benefit and the
benefit of the holders of the trust's common securities. The property trustee
has the power to exercise all rights, powers and privileges under the Indenture
between Entercom and Wilmington Trust Company, as trustee (the "Indenture"), as
the holder of the debentures. In addition, the property trustee maintains
exclusive control of a segregated non-interest bearing bank account to hold all
payments made in respect of the debentures for your benefit and the benefit of
the holders of the trust's common securities.

Subject to your right to appoint a special trustee, we, as the direct or
indirect holder of all of the trust's common securities, have the right to
appoint, remove or replace any of the trustees and to increase or decrease the
number of trustees. However, the number of trustees must always be at least
three, a majority of which must be administrative trustees, and, unless
otherwise required by applicable law, there must always be a Delaware trustee.
See "Description of Convertible Subordinated Debentures."

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DESCRIPTION OF TIDES

Under the terms of the declaration of trust, the trustees on behalf of the
trust will issue the TIDES and the common securities in fully registered form
without interest coupons. The TIDES will represent preferred undivided
beneficial ownership interests in the assets of the trust, and the holders of
the TIDES will be entitled to a preference over us, as the holder of the trust's
common securities, in limited circumstances with respect to distributions and
amounts payable on redemption of the TIDES and the trust's common securities or
liquidation of the trust, as well as other benefits as described in the
declaration of trust. See "-- Subordination of Common Securities." The
declaration of trust will be qualified under and will be subject to and governed
by the Trust Indenture Act of 1939 upon effectiveness of the registration
statement of which this prospectus is a part. This summary of the provisions of
the TIDES, the trust's common securities and the declaration of trust does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the declaration of trust, including the
definitions of certain terms. A copy of the declaration of trust has been filed
as an exhibit to the registration statement of which this prospectus is a part.
Unless the context requires otherwise, "Entercom," "We," "Us," "Our" or similar
terms in this section refer solely to Entercom Communications Corp. and not any
of its consolidated subsidiaries, including Entercom Communications Capital
Trust.

GENERAL

The trust will make payments on the TIDES pro rata with its common
securities except as described under "-- Subordination of Common Securities."
The guarantee executed by us for your benefit (the "Guarantee") will provide for
a guarantee on a subordinated basis with respect to the TIDES but will not
guarantee payment of distributions or amounts payable on redemption of the TIDES
or on liquidation of the trust when the trust does not have funds on hand
available to make those payments. See "Description of Guarantee."

DISTRIBUTIONS

Distributions will accrue on the TIDES from the date of their original
issuance at the annual rate of % of the stated liquidation amount of $50
per TIDES. Subject to the deferral rights described below, the trust will pay
the distributions quarterly in arrears on each March 31, June 30, September 30
and December 31, each referred to as a distribution date, commencing December
31, 1999, to the person in whose name each TIDES is registered at the close of
business on the fifteenth day of the month of the applicable distribution date.

The amount of distributions payable for any period will be computed based
on the number of days elapsed in a 360-day year of twelve 30-day months. If any
distribution date is not a Business Day, the trust will pay distributions
payable on that date on the next succeeding day that is a Business Day (and
without any additional distributions or other payments in respect of any such
delay) with the same force and effect as if made on the date the payment was
originally payable. Accrued distributions that the trust does not pay on the
applicable distribution date will accrue additional distributions on the amount
of the accrued distributions (to the extent permitted by law), compounded
quarterly from the relevant distribution date. See "Description of Convertible
Subordinated Debentures -- Additional Sums." A "Business Day" will mean any day
other than a Saturday or a Sunday, or a day on which banking institutions in The
City of New York or Wilmington,

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Delaware are authorized or required by law or executive order to remain closed,
or a day on which the corporate trust office of the property trustee or the
trustee under the debentures is closed for business.

So long as no event of default under the debentures has occurred and is
continuing, we have the right to defer the payment of interest on the debentures
at any time or from time to time for a period not exceeding 20 consecutive
quarters. However, no deferral period may extend beyond the final stated
maturity of the debentures, which is September 30, 2014. See "Description of
Convertible Subordinated Debentures -- Option to Extend Interest Payment Date."
As a consequence of any deferral election, the trust will defer quarterly
distributions on the TIDES during the deferral period. Deferred distributions to
which you are entitled will accumulate additional distributions, compounded
quarterly from the relevant payment date for distributions during any deferral
period, to the extent permitted by applicable law.

The trust's revenue available for distribution to you will be limited to
payments under the debentures. See "Description of Convertible Subordinated
Debentures -- General." If we do not make interest payments on the debentures,
the property trustee will not have funds available to pay distributions on the
TIDES. We have guaranteed the payment of distributions, if and to the extent the
trust has funds legally available for the payment of those distributions and
cash sufficient to make those payments, on a limited basis as set forth under
"Description of Guarantee."

CONVERSION RIGHTS

General. You may convert your TIDES at any time prior to 5:00 p.m., New
York City time, on September 30, 2014 (except that you may convert TIDES called
for redemption by us at any time prior to 5:00 p.m., New York City time, on the
relevant redemption date), at your option and in the manner described below,
into shares of our Class A common stock. You may convert each TIDES initially
into shares of our Class A common stock (equivalent to an initial
conversion price of $ per share of Class A common stock). The conversion
ratio and the equivalent conversion price in effect at any given time are
referred to as the Applicable Conversion Ratio and the Applicable Conversion
Price, respectively, and will be subject to adjustment as described under
" -- Conversion Price Adjustments" below. The trust will covenant in the
declaration of trust not to convert debentures held by it except pursuant to a
notice of conversion delivered to the property trustee, as conversion agent, by
you.

If you wish to exercise your conversion right, you must deliver an
irrevocable conversion notice, together, if the TIDES are in certificated form,
with the certificated security, to the conversion agent who will, on your
behalf, exchange the TIDES for a Like Amount of debentures and immediately
convert the debentures into shares of our Class A common stock. You may obtain
copies of the required form of the conversion notice from the conversion agent.

At the close of business on a distribution record date, you will be
entitled to receive the distribution payable on your TIDES on the corresponding
distribution date even if you convert your TIDES after the distribution record
date but prior to the distribution date. Except as provided in the immediately
preceding sentence, neither we nor the trust will make, or be required to make,
any payment, allowance or adjustment for accrued and unpaid distributions,
whether or not in arrears, on converted TIDES, even if you convert your TIDES
during a deferral period. We will make no payment or allowance for distributions
on our shares of Class A common stock issued upon conversion, except to the

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extent that those shares of Class A common stock are held of record on the
record date for any distributions. We will deem each conversion to have been
effected immediately prior to the close of business on the day on which the
trust received the related conversion notice.

We will not issue any fractional shares of our Class A common stock as a
result of conversion. In lieu of fractional shares, we will pay fractional
interest in cash based on the Closing Price of our Class A common stock.

Conversion Price Adjustments -- General. The Applicable Conversion Price
will be subject to adjustment in certain events including, without duplication:

(A) the payment of dividends (and other distributions) payable in our
common stock on our common stock;

(B) the issuance to all holders of our common stock of rights or
warrants;

(D) the payment of dividends (and other distributions) to all holders
of our common stock consisting of evidences of indebtedness of Entercom,
securities or capital stock, cash or assets (including securities, but
excluding those rights, warrants, dividends and distributions referred to
in clauses (A) and (B) and dividends and distributions paid exclusively in
cash);

(E) the payment of dividends (and other distributions) on our common
stock paid exclusively in cash, excluding (a) cash dividends that do not
exceed the per share amount of the smallest of the immediately four
preceding quarterly cash dividends (as adjusted to reflect any of the
events referred to in clauses (A) through (F) of this sentence) and (b)
cash dividends the per share amount of which, together with the aggregate
per share amount of any other cash dividends paid within the 12 months
preceding the date of payment of such cash dividends, does not exceed
12 1/2% of the current market price of our common stock as of the trading
day immediately preceding the date of declaration of the dividend; and

(F) payment to holders of our common stock in respect of a tender or
exchange offer (other than an odd-lot offer) by us or any of our
subsidiaries for our common stock at a price in excess of 110% of the
current market price of our common stock as of the trading day next
succeeding the last date tenders or exchanges may be made pursuant to the
tender or exchange offer.

We may, at our option, make reductions in the Applicable Conversion Price
as our Board of Directors deems advisable to avoid or diminish any income tax to
holders of our common stock resulting from any dividend or distribution of stock
(or rights to acquire stock) or from any event treated as such for income tax
purposes. See "United States Federal Income Tax Consequences -- Adjustment of
Conversion Price."

No adjustment of the Applicable Conversion Price will be made:

- upon the issuance of any shares of our common stock pursuant to any
present or future plan providing for the reinvestment of dividends or
interest payable on securities of Entercom and the investment of
additional optional amounts in shares of our common stock under any plan;

- upon the issuance of any shares of our common stock or options or rights
to purchase those shares pursuant to any present or future employee,
director or consultant benefit plan or program of Entercom; or

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- upon the issuance of any shares of our common stock pursuant to any
option, warrant, right, or exercisable, exchangeable or convertible
security outstanding as of the date the TIDES were first issued.

If any action would require adjustment of the Applicable Conversion Price
pursuant to more than one of the conversion price adjustment provisions, only
one adjustment will be made; provided that the adjustment made will be the one
that has the highest absolute value to you. No adjustment in the Applicable
Conversion Price will be required unless the adjustment would require an
increase or decrease of at least 1% of the Applicable Conversion Price, but any
adjustment that would otherwise be required to be made will be carried forward
and taken into account in any subsequent adjustment.

Conversion Price Adjustments -- Merger, Consolidation or Sale of Assets of
Entercom. If we are a party to any transaction (including, without limitation, a
merger, consolidation, sale of all or substantially all of our assets,
recapitalization or reclassification of our common stock or any compulsory share
exchange (each of the foregoing being referred to as a "Company Transaction")),
in each case, as a result of which shares of our Class A common stock will be
converted into the right to receive other securities, cash or other property, we
will ensure that lawful provision is made as part of the terms of the Company
Transaction so that the holder of each TIDES then outstanding will have the
right thereafter to convert the TIDES only into:

- in the case of any Company Transaction other than a Company Transaction
involving a Common Stock Fundamental Change, the kind and amount of
securities, cash and other property receivable upon the consummation of
the Company Transaction by a holder of that number of shares of our Class
A common stock into which a TIDES was convertible immediately prior to
the Company Transaction; or

- in the case of a Company Transaction involving a Common Stock Fundamental
Change, common stock of the kind received by holders of our Class A
common stock;

but in each case after giving effect to any adjustment discussed below relating
to a Fundamental Change if the Company Transaction constitutes a Fundamental
Change.

The holders of TIDES will have no voting rights with respect to any Company
Transaction.

In the case of any Company Transaction involving a Fundamental Change, the
Applicable Conversion Price will be adjusted immediately before the Fundamental
Change as follows:

- in the case of a Non-Stock Fundamental Change, the Applicable Conversion
Price of the TIDES will become the lower of:

- the Applicable Conversion Price immediately prior to the Non-Stock
Fundamental Change, but after giving effect to any other prior
adjustments, and

- the result obtained by multiplying the greater of the Relevant Price
or the then applicable Reference Market Price by the Optional
Redemption Ratio (the product is referred to as the "Adjusted Relevant
Price" or the "Adjusted Reference Market Price," as the case may be);
and

- in the case of a Common Stock Fundamental Change, the Applicable
Conversion Price of the TIDES immediately prior to the Common Stock
Fundamental Change,

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but after giving effect to any other prior adjustments, will be adjusted
by multiplying the Applicable Conversion Price by a fraction of which the
numerator will be the Purchaser Stock Price and the denominator will be
the Relevant Price.

However, in the event of a Common Stock Fundamental Change in which:

- 100% of the value of the consideration received by a holder of our Class
A common stock is common stock of the successor, acquiror or other third
party (and cash, if any, is paid only with respect to any fractional
interests in the common stock resulting from the Common Stock Fundamental
Change); and

- all our Class A common stock will have been exchanged for, converted
into, or acquired for common stock (and cash with respect to fractional
interests) of the successor, acquiror or other third party;

the Applicable Conversion Price of the TIDES immediately prior to the Common
Stock Fundamental Change will be adjusted by multiplying the conversion price by
a fraction of which the numerator will be one and the denominator will be the
number of shares of common stock of the successor, acquiror or other third party
received by a holder of one share of our Class A common stock as a result of the
Common Stock Fundamental Change.

In the absence of the adjustments to the Applicable Conversion Price in the
event of a Company Transaction involving a Fundamental Change, in the case of a
Company Transaction each TIDES would become convertible into the securities,
cash, or other property receivable by a holder of the number of shares of our
Class A common stock into which each TIDES was convertible immediately prior to
the Company Transaction. Thus, in the absence of the Fundamental Change
provisions, a Company Transaction could substantially lessen or eliminate the
value of the conversion privilege associated with the TIDES. For example, if a
company were to acquire Entercom in a cash merger, each TIDES would become
convertible solely into cash and would no longer be convertible into securities
whose value would vary depending on the future prospects of Entercom and other
factors.

In Non-Stock Fundamental Change transactions, the foregoing conversion
price adjustments are designed to increase the securities, cash or other
property into which you may convert each TIDES. In a Non-Stock Fundamental
Change transaction in which the initial value received per share of our Class A
common stock (measured as described in the definition of Relevant Price) is
lower than the then Applicable Conversion Price of a TIDES but greater than or
equal to the Reference Market Price, the Applicable Conversion Price will be
adjusted with the effect that you will be able to convert each TIDES into
securities, cash or other property of the same type received by the holders of
our Class A common stock in the transaction with the Applicable Conversion Price
adjusted as though the initial value had been the Adjusted Relevant Price. In a
Non-Stock Fundamental Change transaction in which the initial value received per
share of our Class A common stock (measured as described in the definition of
Relevant Price) is lower than both the Applicable Conversion Price of a TIDES
and the Reference Market Price, the Applicable Conversion Price will be adjusted
as described above but calculated as though the initial value had been the
Adjusted Reference Market Price.

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In Common Stock Fundamental Change transactions, the foregoing adjustments
are designed to provide in effect that:

- where our Class A common stock is converted partly into common stock and
partly into other securities, cash or property, you will be able to
convert each TIDES solely into a number of shares of common stock
determined so that the initial value of those shares (measured as
described in the definition of Purchaser Stock Price) equals the value of
the shares of our Class A common stock into which each TIDES was
convertible immediately before the transaction (measured as aforesaid);
and

- where our Class A common stock is converted solely into common stock, you
will be able to convert each TIDES into the same number of shares of
common stock receivable by a holder of the number of shares of our Class
A common stock into which each TIDES was convertible immediately before
the transaction.

The term "Closing Price" of any security on any day means the last reported
sale price of the security on that day, or in case no sale takes place on that
day, the average of the closing bid and asked prices in each case on the
principal national securities exchange on which the securities are listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the National Market System of the National Association
of Securities Dealers, Inc. or any successor national automated interdealer
quotation system (the "NNM") or, if the securities are not listed or admitted to
trading on any national securities exchange or quoted on the NNM, the average of
the closing bid and asked prices of the security in the over-the-counter market
as furnished by any New York Stock Exchange member firm selected by Entercom for
that purpose.

The term "Common Stock Fundamental Change" means any Fundamental Change in
which more than 50% of the value (as determined in good faith by our Board of
Directors) of the consideration received by holders of our Class A common stock
consists of common stock that for each of the ten consecutive trading days
immediately prior to and including the Entitlement Date has been admitted for
listing or admitted for listing subject to notice of issuance on a national
securities exchange or quoted on the NNM; provided, however, that a Fundamental
Change will not be a Common Stock Fundamental Change unless either:

- we continue to exist after the occurrence of the Fundamental Change and
the outstanding TIDES continue to exist as outstanding TIDES; or

- not later than the occurrence of the Fundamental Change, the outstanding
debentures are converted into or exchanged for debentures of a
corporation succeeding to our business, which debentures have terms
substantially similar to those of our debentures.

The term "Entitlement Date" means the record date for determination of the
holders of our common stock entitled to receive securities, cash or other
property in connection with a Non-Stock Fundamental Change or a Common Stock
Fundamental Change or, if there is no record date, the date upon which holders
of our Class A common stock will have the right to receive those securities,
cash or other property.

The term "Fundamental Change" means the occurrence of any transaction or
event in connection with a Company Transaction pursuant to which all or
substantially all of our common stock will be exchanged for, converted into,
acquired for or constitute solely the right to receive securities, cash or other
property (whether by means of an exchange offer,

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liquidation, tender offer, consolidation, merger, combination, reclassification,
recapitalization or otherwise). However, in the case of a Company Transaction
involving more than one transaction or event, for purposes of adjustment of the
Applicable Conversion Price, the Fundamental Change will be deemed to have
occurred when substantially all of our common stock is exchanged for, converted
into, or acquired for or constitute solely the right to receive securities,
cash, or other property, but the adjustment will be based upon the highest
weighted average per share consideration that a holder of our common stock could
have received in the transactions or events as a result of which more than 50%
of all outstanding shares of our common stock will have been exchanged for,
converted into, or acquired for or constitute solely the right to receive
securities, cash or other property.

The term "Non-Stock Fundamental Change" means any Fundamental Change other
than a Common Stock Fundamental Change.

The term "Optional Redemption Ratio" means a fraction of which the
numerator will be $50 and the denominator will be the then current Optional
Redemption Price or, on or prior to October 3, 2002, an amount per TIDES
determined by us in our sole discretion, after consultation with a nationally
recognized investment banking firm, to be the equivalent of the hypothetical
redemption price that would have been applicable if the TIDES had been
redeemable during that period.

The term "Purchaser Stock Price" means, with respect to any Common Stock
Fundamental Change, the average of the Closing Prices for the common stock
received in the Common Stock Fundamental Change for the ten consecutive trading
days prior to and including the Entitlement Date, as adjusted in good faith by
us to appropriately reflect any of the events referred to in clauses (A) through
(F) of the first paragraph under " -- Conversion Price Adjustments -- General."

The term "Reference Market Price" will initially mean on the date the trust
originally issues the TIDES, $ (which is an amount equal to 66 2/3% of
the last reported sale price for our Class A common stock on the New York Stock
Exchange Composite Tape on , 1999). In the event of any adjustment
to the Applicable Conversion Price, other than as a result of a Non-Stock
Fundamental Change, the trust will also adjust the Reference Market Price so
that the ratio of the Reference Market Price to the Applicable Conversion Price
after giving effect to any adjustment will be the same as the ratio of
$ to the initial conversion price.

The term "Relevant Price" means:

- in the case of a Non-Stock Fundamental Change in which the holder of our
common stock receives only cash, the amount of cash received by the
holder of one share of our common stock; and

- in the event of any other Non-Stock Fundamental Change or any Common
Stock Fundamental Change, the average of the daily Closing Prices for our
Class A common stock during the ten consecutive trading days prior to and
including the Entitlement Date, in each case as adjusted in good faith by
us to appropriately reflect any of the events referred to in clauses (A)
through (F) of the first paragraph under "-- Conversion Price
Adjustments -- General."

MANDATORY REDEMPTION

Upon the repayment in full of the debentures at their stated maturity or a
redemption in whole or in part of the debentures (other than following any
distribution of the debentures to you and the holders of the trust's common
securities), the property trustee
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will apply the proceeds from the repayment or redemption to redeem, on a pro
rata basis, a Like Amount of TIDES and the trust's common securities, on the
Redemption Date, in an amount per TIDES or common security, as applicable, equal
to the applicable Redemption Price, which Redemption Price will be equal to:

- the liquidation amount of each TIDES plus any accrued and unpaid
distributions in the case of (A) the repayment of the debentures at their
stated maturity or (B) the redemption of the debentures in certain
limited circumstances upon the occurrence of a Tax Event (as hereinafter
defined); or

- in the case of an optional redemption on or after October 3, 2002, the
Optional Redemption Price (as defined under "Description of Convertible
Subordinated Debentures -- Redemption -- Optional Redemption").

REDEMPTION PROCEDURES

The trust will redeem its TIDES and common securities at the applicable
Redemption Price with the proceeds from the contemporaneous repayment or
redemption of the debentures. The trust will redeem its TIDES and common
securities and will pay the applicable Redemption Price on each Redemption Date
only to the extent that it has funds on hand available for the payment of the
Redemption Price. See also "-- Subordination of Common Securities."

If the trust gives a notice of redemption in respect of the TIDES, then, by
10:00 a.m., New York City time, on the date fixed for redemption (the
"Redemption Date"), to the extent funds are available, with respect to the TIDES
held in global form, the property trustee will deposit irrevocably with DTC
funds sufficient to pay the applicable Redemption Price and will give DTC
irrevocable instructions and authority to pay the applicable Redemption Price to
you. See "-- Form, Book-Entry Procedures and Transfer." With respect to the
TIDES held in certificated form, the property trustee, to the extent funds are
available, will irrevocably deposit with the paying agent for the TIDES funds
sufficient to pay the applicable Redemption Price and will give the paying agent
irrevocable instructions and authority to pay the Redemption Price to the
holders of the TIDES upon surrender of their certificates evidencing the TIDES.
See "-- Payment and Paying Agency." DTC or the paying agent, as applicable, will
pay those distributions payable on or prior to the Redemption Date to you if you
were a holder of TIDES on the relevant record dates for the related
distribution. If the trust has given notice of redemption and deposited funds as
required, then upon the date of the deposit, all of your rights will cease,
except your right to receive the applicable Redemption Price, but without
interest on the Redemption Price, and the TIDES will cease to be outstanding. If
any Redemption Date is not a Business Day, then payment of the applicable
Redemption Price payable on that date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any delay), except that, if that Business Day falls in the next calendar year,
the payment will be made on the immediately preceding Business Day. If we or the
trust improperly withhold or refuse to make payment of the applicable Redemption
Price pursuant to the Guarantee as described under "Description of Guarantee,"
distributions on TIDES will continue to accrue from the Redemption Date
originally established by the trust to the date the Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.

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Subject to applicable law (including, without limitation, United States
federal securities law), we or our subsidiaries may at any time and from time to
time purchase outstanding TIDES by tender in the open market or by private
agreement.

If we desire to consummate an optional redemption, we must send a notice to
each holder of TIDES and the trust's common securities at its registered address
in accordance with the notice procedures set forth under "Description of
Convertible Subordinated Debentures -- Redemption -- Optional Redemption." We
must mail any notice of a Tax Event Redemption at least 30 days but not more
than 60 days before the Redemption Date to you. We need not provide notice of
repayment at the stated maturity of the debentures.

TAX EVENT OR INVESTMENT COMPANY EVENT REDEMPTION OR DISTRIBUTION

If a Tax Event occurs and is continuing, we will cause the trustees to
dissolve and liquidate the trust and, after satisfaction of liabilities of
creditors of the trust, cause debentures to be distributed to you in liquidation
of the trust within 90 days following the occurrence of the Tax Event. However,
the liquidation and distribution will be conditioned on:

- the trustees' receipt of an opinion of a nationally recognized
independent tax counsel (reasonably acceptable to the trustees)
experienced in such matters (a "No Recognition Opinion"), which opinion
may rely on published revenue rulings of the Internal Revenue Service, to
the effect that you will not recognize any income, gain or loss for
United States federal income tax purposes as a result of such liquidation
and distribution of debentures; and

- Entercom being unable to avoid such Tax Event within such 90-day period
by taking some ministerial action or pursuing some other reasonable
measure that, in our sole judgment, will have no adverse effect on us,
the trust or you and will involve no material cost.

Furthermore, if (1) a nationally recognized independent tax counsel
(reasonably acceptable to the trustees) experienced in such matters provides an
opinion (the "Redemption Tax Opinion") to us that, as a result of a Tax Event,
there is more than an insubstantial risk that we would be precluded from
deducting the interest on the debentures for United States federal income tax
purposes, even after the debentures were distributed to you upon liquidation of
the trust as described above, or (2) such tax counsel informs the trustees that
it cannot deliver a No Recognition Opinion, we will have the right, upon not
less than 30 nor more than 60 days' notice and within 90 days following the
occurrence and continuation of the Tax Event, to redeem the debentures, in
whole, but not in part, for cash, for the principal amount plus accrued and
unpaid interest and, following such redemption, the trust will redeem all the
TIDES at the aggregate liquidation amount of the TIDES plus accrued and unpaid
distributions. However, if at the time there is available to us or the trust the
opportunity to eliminate, within such 90-day period, the Tax Event by taking
some ministerial action or pursuing some other reasonable measure that, in our
sole judgment, will have no adverse effect on us, the trust or you and will
involve no material cost, we or the trust will pursue that measure in lieu of
redemption. See "-- Mandatory Redemption." In addition to the foregoing options,
we will also have the option of causing the TIDES to remain outstanding and pay
Additional Sums on the debentures. See "Description of Convertible Subordinated
Debentures -- Additional Sums."

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The term "Tax Event" means the receipt by the property trustee of an
opinion of a nationally recognized independent tax counsel to us (reasonably
acceptable to the trustees) experienced in such matters (a "Dissolution Tax
Opinion") to the effect that, as a result of:

(A) any amendment to or change (including any announced prospective
change (which will not include a proposed change), provided that a Tax
Event will not occur more than 90 days before the effective date of any
prospective change) in the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority of the
United States or any political subdivision; or

(B) any judicial decision or official administrative pronouncement,
ruling, regulatory procedure, notice or announcement, including any notice
or announcement of intent to adopt such procedures or regulations (an
"Administrative Action");

there is more than an insubstantial risk that:

(a) if the debentures are held by the property trustee, (1) the trust
is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to interest accrued or
received on the debentures or subject to more than a de minimis amount of
other taxes, duties or other governmental charges as determined by counsel,
or (2) any portion of interest payable by us to the trust (or original
issue discount accruing) on the debentures is not, or within 90 days of the
date of such opinion will not be, deductible by us in whole or in part for
United States federal income tax purposes; or

(b) with respect to debentures which are no longer held by the
property trustee, any portion of interest payable by us (or original issue
discount accruing) on the debentures is not, or within 90 days of the date
of such opinion will not be, deductible by us in whole or in part for
United States Federal income tax purposes.

If an Investment Company Event occurs and is continuing, we will cause the
trustees to dissolve and liquidate the trust and, after satisfaction of
liabilities of creditors of the trust, cause the debentures to be distributed to
you in liquidation of the trust within 90 days following the occurrence of the
Investment Company Event.

The term "Investment Company Event" means the occurrence of a change in law
or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority to the effect that the trust is or will be considered an "investment
company" required to be registered under the Investment Company Act of 1940, as
amended, which change in law becomes effective on or after the date of this
prospectus.

The distribution by us of the debentures will effectively result in the
cancellation of the TIDES.

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LIQUIDATION OF THE TRUST AND DISTRIBUTION OF CONVERTIBLE SUBORDINATED DEBENTURES

We, as the holder of the trust's outstanding common securities, will have
the right at any time (including, without limitation, upon the occurrence of a
Tax Event or an Investment Company Event) to dissolve the trust and, after
satisfaction of liabilities of creditors of the trust as provided by applicable
law, cause a Like Amount of the debentures to be distributed to you and the
holders of the trust's common securities upon liquidation of the trust.

The trust will automatically dissolve upon the first to occur of:

(A) bankruptcy, dissolution or liquidation of us;

(B) our written direction to the property trustee to dissolve the
trust (which direction is optional and, except as described above, wholly
within our discretion, as depositor);

(D) conversion of all outstanding TIDES and the trust's common
securities as described under "-- Conversion Rights" above;

(E) expiration of the term of the trust; or

(F) entry of an order for the dissolution of the trust by a court of
competent jurisdiction.

If an early dissolution occurs as described in clause (A), (B), (D) or (E)
above, the trustees will liquidate the trust as expeditiously as the trustees
determine to be possible by distributing, after satisfaction of liabilities to
the creditors of the trust as provided by applicable law, to you and the holders
of the trust's common securities a Like Amount of the debentures, unless the
distribution would not be practical. In that event, you and the holders of the
trust's common securities will be entitled to receive out of the trust's assets
available for distribution to holders, after satisfaction of liabilities to the
trust's creditors as provided by applicable law, an amount equal to, in the case
of holders of TIDES, the aggregate liquidation amount of the TIDES plus accrued
and unpaid distributions to the date of payment (that amount being the
"Liquidation Distribution"). If the Liquidation Distribution can be paid only in
part because the trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the trust will pay the amounts directly
payable by it on the TIDES on a pro rata basis. We, as the holder of the trust's
common securities, will be entitled to receive distributions upon any
liquidation pro rata with you, except that if an event of default under the
debentures (or an event that, with notice or passage of time, would become an
event of default under the debentures) has occurred and is continuing, the TIDES
will have a priority over the trust's common securities with respect to any of
those distributions. See "-- Subordination of Common Securities."

The term "Like Amount" means:

- with respect to a redemption of TIDES, TIDES having an aggregate
liquidation amount equal to that portion of the principal amount of
debentures to be contemporaneously redeemed allocated to the trust's
common securities and to the TIDES based upon the relative liquidation
amounts of the classes and the proceeds of which will be used to pay the
applicable Redemption Price (each of the "Stated

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Maturity Price," "Optional Redemption Price" and "Tax Event Redemption
Price" being referred to herein as a "Redemption Price") of the TIDES;
and

- with respect to a distribution of debentures to holders of TIDES in
connection with a dissolution or liquidation of the trust, debentures
having an aggregate principal amount equal to the aggregate liquidation
amount of the TIDES and/or common securities of the holder to whom the
trust distributes the debentures.

If we do not redeem the debentures prior to maturity, the trust is not
liquidated and the debentures are not distributed to you and the holders of the
trust's common securities, the TIDES will remain outstanding until the repayment
of the debentures at their final stated maturity and the distribution of the
Liquidation Distribution to you.

On and after the liquidation date fixed for any distribution of debentures
to you and the holders of the trust's common securities:

- the trust will no longer deem the TIDES to be outstanding;

- DTC or its nominee, as the record holder of the TIDES, will receive a
registered global certificate or certificates representing the debentures
to be delivered upon the distribution with respect to TIDES held by DTC
or its nominee; and

- the trust will deem any certificates representing TIDES not held by DTC
or its nominee to represent debentures having a principal amount equal to
the liquidation amount of the TIDES and bearing accrued and unpaid
interest in an amount equal to the accumulated and unpaid distributions
on the TIDES until those certificates are presented to the administrative
trustees or their agent for cancellation, whereupon we will issue to the
holder, and the trustee under the Indenture will authenticate, a
certificate representing the debentures.

We cannot assure you as to the market prices for the TIDES or the
debentures that you may receive in exchange for the TIDES and/or the trust's
common securities if a dissolution and liquidation of the trust were to occur.
Accordingly, the TIDES that you may purchase, or the debentures that you may
receive on dissolution and liquidation of the trust, may trade at a discount to
the price that you originally paid to purchase the TIDES.

SUBORDINATION OF COMMON SECURITIES

Payment of distributions on, and the Redemption Price of, the TIDES and the
trust's common securities, as applicable, will be made pro rata to the holders
of TIDES and the trust's common securities. The trust will base those payments
on the liquidation amount of the TIDES and the trust's common securities. If on
any distribution date or Redemption Date any event of default under the
debentures (or an event that, with notice or passage of time, would become an
event of default under the debentures) or an event of default under the
declaration of trust has occurred and is continuing, no payment of any
distribution on, or applicable Redemption Price of, any of the trust's common
securities, and no other payment on account of the redemption, liquidation or
other acquisition of the trust's common securities, will be made unless payment
in full in cash of all accrued and unpaid distributions on all of the
outstanding TIDES for all distribution periods terminating on or prior thereto,
or, in the case of payment of the applicable Redemption Price, the full amount
of the Redemption Price on all of the outstanding TIDES, has been made or
provided for, and all funds available to the property trustee will first be
applied to the payment in full in cash of all distributions on, or the
applicable Redemption Price of, the TIDES then due and payable.

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In the case of any event of default under the declaration of trust
resulting from an event of default under the debentures, the trust will deem us,
as holder of the trust's common securities, to have waived any right to act with
respect to any event of default under the declaration of trust until the effect
of all events of default have been cured, waived or otherwise eliminated. Until
all events of default under the declaration of trust have been so cured, waived
or otherwise eliminated, the property trustee will act solely on your behalf and
not our behalf as holder of the trust's common securities, and only you will
have the right to direct the property trustee to act on your behalf.

EVENTS OF DEFAULT; NOTICE

Any one of the following events constitutes an "Event of Default" under the
declaration of trust (whatever the reason for the Event of Default and whether
it is voluntary or involuntary or is effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):

- the occurrence of a event of default under the debentures (see
"Description of Convertible Subordinated Debentures -- Debenture Events
of Default");

- the trust's default in the payment of any distribution when it becomes
due and payable, and continuation of the default for a period of 30 days
(subject to the deferral of any due date in the case of a Deferral
Period);

- the trust's default in the payment of any Redemption Price of any TIDES
or common security of the trust when it becomes due and payable;

- default in the performance, or breach, in any material respect, of any
covenant or warranty of the trustees in the declaration of trust (other
than a covenant or warranty, a default in the performance of which or the
breach of which is addressed in the second or third bullet points above),
and continuation of the default or breach for a period of 60 days after
the holders of at least 25% in aggregate liquidation amount of the
outstanding TIDES have given, by registered or certified mail, to the
defaulting trustee or trustees a written notice specifying the default or
breach and requiring it to be remedied and stating that the notice is a
"Notice of Default" under the declaration of trust; or

- the occurrence of a bankruptcy or insolvency with respect to the property
trustee and the failure by us to appoint a successor property trustee
within 60 days of those events.

Within ten Business Days after the occurrence of any Event of Default
actually known to the property trustee, the property trustee will transmit
notice of the Event of Default to you, the administrative trustees and us, as
depositor, unless the Event of Default has been cured or waived. Entercom, as
depositor, and the administrative trustees are required to file annually with
the property trustee a certificate as to whether or not we and they are in
compliance with all the conditions and covenants applicable to us and them under
the declaration of trust.

If an event of default under the debentures (or an event that with notice
or the passage of time, would become an event of default under the debentures)
or an Event of Default under the declaration of trust has occurred and is
continuing, the TIDES will have a preference over the trust's common securities.
See " -- Liquidation of the Trust and Distribution of Convertible Subordinated
Debentures" and " -- Subordination of Common Securities."
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REMOVAL OF TRUSTEES

Unless an event of default under the debentures has occurred and is
continuing, we may remove any trustee at any time. If an event of default under
the debentures has occurred and is continuing, the holders of a majority in
liquidation amount of the outstanding TIDES may remove the property trustee and
the Delaware trustee. In no event will you have the right to vote to appoint,
remove or replace the administrative trustees, which voting rights are vested
exclusively in us as the holder of the trust's common securities. No resignation
or removal of the Delaware trustee or the property trustee and no appointment of
a successor trustee will be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the declaration of trust.

CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE

Unless an Event of Default has occurred and is continuing, at any time or
times, for the purpose of meeting the legal requirements of the Trust Indenture
Act or of any jurisdiction in which any part of the trust's property may at the
time be located, we, as the holder of the trust's common securities, and the
administrative trustees will have power to appoint one or more persons either to
act as a co-trustee, jointly with the property trustee, of all or any part of
the trust's property, or to act as separate trustee of any such property. In
either case, the newly appointed trustee will have the powers provided in the
instrument of appointment. In case an event of default under the debentures has
occurred and is continuing, the property trustee alone will have power to make
the appointment.

MERGER OR CONSOLIDATION OF TRUSTEES

Any person into which the property trustee, the Delaware trustee or any
administrative trustee that is not a natural person may be merged or with which
it may be consolidated, or any person resulting from any merger or consolidation
to which the trustee is a party, or any person succeeding to all or
substantially all the corporate trust business of the trustee, will be the
successor of that trustee under the declaration of trust as long as that person
is otherwise qualified and eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST

The trust may not merge with or into, consolidate, amalgamate or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other person, except as
described below or as otherwise set forth in the declaration of trust. The trust
may, at our request, as depositor, with the consent of the administrative
trustees but without your consent and the consent of the property trustee or the
Delaware trustee, merge with or into, consolidate, amalgamate or be replaced by,
or convey, transfer or lease its properties and assets substantially as an
entirety to, a trust organized as such under the laws of any state; provided,
however, that:

- the successor entity either (a) expressly assumes all of the trust's
obligations with respect to the TIDES or (b) substitutes for the TIDES
other securities having substantially the same terms as the TIDES (the
"Successor Securities") so long as the Successor Securities rank the same
as the TIDES rank in priority with respect to distributions and payments
upon liquidation, redemption and otherwise;

- we expressly appoint a trustee of the successor entity possessing the
same powers and duties as the property trustee as the holder of the
debentures;

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- the Successor Securities are listed or traded, or any Successor
Securities will be listed or traded upon notification of issuance, on any
national securities exchange, national automated quotation system or
other organization on which the TIDES are then listed or traded, if any;

- the merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the holders of the TIDES (including any Successor
Securities) in any material respect;

- the successor entity has a purpose substantially identical and limited to
the purpose of the trust;

- prior to the merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, we have received an opinion from
independent counsel to the trust experienced in such matters to the
effect that (a) the merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the limited
liability of the holders of the TIDES (including any Successor
Securities) in any material respect, and (b) following the merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease,
neither the trust nor the successor entity will be required to register
as an investment company under the Investment Company Act;

- we or any permitted successor or assignee owns all of the common
securities of the successor entity and guarantees the obligations of the
successor entity under the Successor Securities at least to the extent
provided by the Guarantee; and

- the merger, consolidation, amalgamation, replacement or lease is not a
taxable event for you.

Notwithstanding the foregoing, the trust will not, except with the consent
of holders of 100% in aggregate liquidation amount of the TIDES and the trust's
common securities, consolidate, amalgamate, merge with or into, or be replaced
by or convey, transfer or lease its properties and assets substantially as an
entirety to any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it, if the consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
trust or the successor entity to be classified as an association taxable as a
corporation (or to substantially increase the likelihood that the trust or the
successor entity would be classified as other than a grantor trust) for United
States federal income tax purposes.

VOTING RIGHTS; AMENDMENT OF THE DECLARATION

Except as provided below and under "Description of Guarantee -- Amendments
and Assignment" and as otherwise required by law and the declaration of trust,
you will have no voting rights.

In addition to your rights with respect to the enforcement of payment to
the trust of principal of or interest on the debentures as described under
"Description of Convertible Subordinated Debentures -- Debenture Events of
Default," if:

- an event of default under the debentures occurs and is continuing; or

- we default under the Guarantee with respect to the TIDES (each an
"Appointment Event");

then the holders of the TIDES, acting as a single class, will be entitled by a
vote of a majority in aggregate stated liquidation amount of the outstanding
TIDES to appoint a

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special trustee. Any holder of TIDES (other than Entercom or any of our
affiliates) will be entitled to nominate any person to be appointed as special
trustee. Not later than 30 days after the right to appoint a special trustee
arises, the trustees will convene a meeting of the holders of TIDES for the
purpose of appointing a special trustee. If the trustees fail to convene that
meeting within the 30-day period, the holders of not less than 10% of the
aggregate stated liquidation amount of the outstanding TIDES will be entitled to
convene the meeting. The provisions of the declaration of trust relating to the
convening and conduct of the meetings of the holders will apply with respect to
the meeting. Any special trustee so appointed will cease to be a special trustee
if the Appointment Event pursuant to which the special trustee was appointed and
all other Appointment Events cease to be continuing. Notwithstanding the
appointment of any special trustee, we will retain all rights under the
Indenture, including the right to defer payments of interest by extending the
interest payment period as described under "Description of Convertible
Subordinated Debentures -- Option to Extend Interest Payment Date."

Entercom, the property trustee and the administrative trustees may amend
the declaration of trust from time to time without your consent:

- to cure any ambiguity;

- to correct or supplement any provision in the declaration of trust that
may be inconsistent with any other provision;

- to make any other provisions with respect to matters or questions arising
under the declaration of trust, which will not be inconsistent with the
other provisions of the declaration of trust; or

- to modify, eliminate or add to any provisions of the declaration of trust
to the extent as is necessary to ensure that the trust will not be
taxable as a corporation or will be classified for United States federal
income tax purposes as a grantor trust at all times that any TIDES or the
trust's common securities are outstanding or to ensure that the trust
will not be required to register as an investment company under the
Investment Company Act of 1940, as amended.

However, in the case of the first clause above, the action will not adversely
affect in any material respect the interests of any holder of TIDES or the
trust's common securities, and any amendments of the declaration of trust will
become effective when notice of the amendment is given to you and the holders of
the trust's common securities.

Entercom, the property trustee and the administrative trustees may amend
the declaration of trust with:

- the consent of holders representing not less than a majority (based upon
liquidation amounts) of the outstanding TIDES; and

- receipt by the trustees of an opinion of counsel to the effect that the
amendment or the exercise of any power granted to the trustees in
accordance with the amendment will not affect the trust's status as a
grantor trust for United States federal income tax purposes or the
trust's exemption from status as an investment company under the
Investment Company Act.

In addition, without the consent of each holder of TIDES and the trust's
common securities, the declaration of trust may not be amended to (A) change the
amount or timing of any distribution on the TIDES or the trust's common
securities or otherwise adversely affect the amount of any distribution required
to be made in respect of the TIDES or the trust's common securities as of a
specified date or (B) restrict the right of a
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holder of TIDES or the trust's common securities to institute suit for the
enforcement of any payment on or after such date.

So long as any debentures are held by the trust, the trustees will not:

- direct the time, method and place of conducting any proceeding for any
remedy available to the trustee under the debentures, or executing any
trust or power conferred on the property trustee with respect to the
debentures;

- waive any past default that is waivable under the Indenture;

- exercise any right to rescind or annul a declaration that the principal
of all the debentures is due and payable; or

- consent to any amendment, modification or termination of the Indenture or
the debentures, when that consent will be required;

without, in each case, obtaining the prior approval of the holders of a majority
in aggregate liquidation amount of all outstanding TIDES; provided, however,
that when a consent under the Indenture does require the consent of each holder
of debentures affected thereby, the property trustee cannot give its consent
without the prior consent of each holder of the TIDES.

The trustees cannot revoke any action previously authorized or approved by
a vote of the holders of the TIDES except by subsequent vote of those holders.
The property trustee will notify each holder of TIDES of any notice of default
with respect to the debentures. In addition to obtaining the foregoing approvals
of the holders of the TIDES, prior to taking any of the foregoing actions, the
trustees will obtain an opinion of counsel experienced in those matters to the
effect that the action will not affect the trust's status as a grantor trust for
United States federal income tax purposes on account of the action.

Any required approval of holders of TIDES may be given at a meeting of
those holders convened for such purpose or pursuant to written consent. The
property trustee will cause a notice of any meeting at which holders of TIDES
are entitled to vote to be given to each holder of record of TIDES in the manner
set forth in the declaration of trust.

Neither your vote nor your consent is required for the trust to redeem and
cancel the TIDES in accordance with the declaration of trust.

Notwithstanding that you are entitled to vote or consent under any of the
circumstances described above, any of the TIDES that are owned by us, the
trustees or any affiliate of Entercom or any trustees, will, for purposes of
such vote or consent, be treated as if they were not outstanding.

EXPENSES AND TAXES

In the Indenture, we, as borrower, have agreed to pay all debts and other
obligations (other than with respect to payments of distributions, amounts
payable upon redemption and the liquidation amount of the TIDES and the trust's
common securities) and all of the trust's costs and expenses (including costs
and expenses relating to the trust's organization, the fees and expenses of the
trustees and the costs and expenses relating to the trust's operations) and the
offering of the TIDES, and to pay any and all taxes and all costs and expenses
with respect to the foregoing (other than United States withholding taxes) to
which the trust might become subject. Our obligations under the Indenture are
for the benefit of, and will be enforceable by, any creditor to whom any such
debts, obligations, costs, expenses and taxes are owed, whether or not the
creditor has received

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notice of those obligations. Any creditor may enforce our obligations directly
against us, and we have irrevocably waived any right or remedy to require that
any creditor take any action against the trust or any other person before
proceeding against us. We have also agreed in the Indenture to execute any
additional agreement(s) as may be necessary or desirable to give full effect to
the foregoing.

FORM, BOOK-ENTRY PROCEDURES AND TRANSFER

The TIDES will be issued in the form of one fully registered global TIDES
certificate (the "Global TIDES"), except as described below. The Global TIDES
will be deposited upon issuance with the property trustee as custodian for DTC,
in New York, New York, and registered in the name of DTC or its nominee, in each
case for credit to an account of a direct or indirect participant in DTC as
described below.

Except as set forth below, the Global TIDES may be transferred, in whole
but not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global TIDES may not be exchanged for TIDES
in certificated form except in the limited circumstances described below. See
"-- Certificated TIDES." In addition, a transfer of beneficial interests in the
Global TIDES will be subject to the applicable rules and procedures of DTC and
its direct or indirect participants which may change from time to time.

DEPOSITARY PROCEDURES

DTC has advised us that it is a limited purpose trust company organized
under the laws of the State of New York, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for its participating
organizations (collectively, the "Participants") and to facilitate the clearance
and settlement of transactions in those securities between Participants through
electronic book-entry changes to accounts of its Participants, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. Indirect access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Participant,
either directly or indirectly (collectively, the "Indirect Participants").
Persons who are not Participants may beneficially own securities held by or on
behalf of DTC only through the Participants or the Indirect Participants. The
ownership interest and transfer of ownership interest of each actual purchaser
of each security held by or on behalf of DTC are recorded on the records of the
Participants and Indirect Participants.

DTC has also advised us and the trust that, pursuant to procedures
established by it:

- upon deposit of the Global TIDES, DTC will credit the accounts of
Participants designated by Credit Suisse First Boston with portions of
the principal amount of the Global TIDES; and

- ownership of such interests in the Global TIDES will be shown on, and the
transfer of ownership of those Global TIDES will be effected only
through, records maintained by DTC (with respect to the Participants) or
by the Participants and the Indirect Participants (with respect to other
owners of beneficial interests in the Global TIDES).

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Investors in the Global TIDES may hold their interests in the Global TIDES
directly through DTC, if they are Participants in DTC, or indirectly through
organizations which are Participants in DTC's system. All interests in a Global
TIDES will be subject to the procedures and requirements of DTC. The laws of
some states require that certain persons take physical delivery in certificated
form of certain securities, including the TIDES that they own. Consequently, the
ability to transfer beneficial interests in a Global TIDES to those persons will
be limited to that extent. Because DTC can act only on behalf of Participants,
which in turn act on behalf of Indirect Participants and certain banks, the
ability of a person having beneficial interests in a Global TIDES to pledge
those interests to persons or entities that do not participate in the DTC
system, or otherwise take actions in respect of those interests, may be affected
by the lack of a physical certificate evidencing those interests. For certain
other restrictions on the transferability of the TIDES, see "-- Certificated
TIDES."

EXCEPT AS DESCRIBED BELOW, OWNERS OF BENEFICIAL INTERESTS IN THE GLOBAL
TIDES ARE NOT ENTITLED TO HAVE TIDES REGISTERED IN THEIR NAMES, AND THEY WILL
NOT RECEIVE OR BE ENTITLED TO RECEIVE PHYSICAL DELIVERY OF TIDES IN CERTIFICATED
FORM AND WILL NOT BE CONSIDERED THE REGISTERED OWNERS OR HOLDERS OF TIDES UNDER
THE DECLARATION OF TRUST FOR ANY PURPOSE.

Payments in respect of the Global TIDES registered in the name of DTC or
its nominee will be payable by the property trustee to DTC or its nominee as the
registered holder under the declaration of trust by wire transfer in immediately
available funds on each distribution date. Under the terms of the declaration of
trust, the property trustee will treat the persons in whose names the TIDES,
including the Global TIDES, are registered as the owners of the Global TIDES for
the purpose of receiving payments and for any and all other purposes.
Consequently, neither the property trustee nor any agent of the property trustee
has or will have any responsibility or liability for (1) any aspect of DTC's
records or any Participant's or Indirect Participant's records relating to, or
payments made on account of, beneficial ownership interests in the Global TIDES,
or for maintaining, supervising or reviewing any of DTC's records or any
Participant's or Indirect Participant's records relating to the beneficial
ownership interests in the Global TIDES or (2) any other matter relating to the
actions and practices of DTC or any of its Participants or Indirect
Participants. DTC has advised us and the trust that its current practice, upon
receipt of any payment in respect of securities such as the TIDES, is to credit
the accounts of the relevant Participants with the payment on the payment date,
in amounts proportionate to their respective holdings in liquidation amount of
beneficial interests in the Global TIDES, as shown on the records of DTC, unless
DTC has reason to believe it will not receive payment on the payment date.
Payments by the Participants and the Indirect Participants to the beneficial
owners of TIDES represented by Global TIDES held through the Participants will
be governed by standing instructions and customary practices and will be the
responsibility of the Participants or the Indirect Participants and will not be
the responsibility of DTC, the property trustee or us. Neither the trust nor the
property trustee will be liable for any delay by DTC or any of its Participants
in identifying the beneficial owners of the TIDES, and the trust and the
property trustee may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee for all purposes.

Interests in the Global TIDES will trade and settle according to the rules
and procedures of DTC and its Participants. Transfers and settlements between
Participants in DTC will be effected in accordance with DTC's procedures.

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DTC has advised us and the trust that it will take any action permitted to
be taken by you (including, without limitation, the presentation of TIDES for
exchange as described below) only at the direction of one or more Participants
to whose account with DTC interests in the Global TIDES are credited and only in
respect of the portion of the aggregate liquidation amount of the TIDES
represented by the Global TIDES as to which the Participant or Participants has
or have given such direction. However, if there is an Event of Default under the
declaration of trust, DTC reserves the right to exchange the Global TIDES for
legended TIDES in certificated form and to distribute those TIDES to its
Participants.

So long as DTC or its nominee is the registered owner of the Global TIDES,
DTC or the nominee, as the case may be, will be considered the sole owner or
holder of the TIDES represented by the Global TIDES for all purposes under the
declaration of trust.

Neither DTC nor its nominee will consent or vote with respect to the TIDES.
Under its usual procedures, DTC would mail an omnibus proxy to the trust as soon
as possible after the record date. The omnibus proxy assigns the consenting or
voting rights of DTC or its nominee to those Participants to whose accounts the
TIDES are credited on the record date (identified in a listing attached to the
omnibus proxy).

The information in this section concerning DTC and its book-entry system
has been obtained from sources that we and the trust believe to be reliable, but
neither we nor the trust takes responsibility for the accuracy of the
information.

Although DTC has agreed to the foregoing procedures to facilitate transfers
of interest in the Global TIDES among Participants in DTC, it is under no
obligation to perform or to continue to perform those procedures, and those
procedures may be discontinued at any time. Neither the trust nor the property
trustee will have any responsibility for the performance by DTC or its
Participants or Indirect Participants of their respective obligations under the
rules and procedures governing their operations.

CERTIFICATED TIDES

The TIDES represented by the Global TIDES will be exchangeable for
certificated TIDES in definitive form of like tenor as the TIDES ("Certificated
TIDES") in denominations of U.S. $1,000.00 and integral multiples of $1,000.00
if:

- DTC notifies us or the trust that it is unwilling or unable to continue
as depositary for the Global TIDES, or if at any time DTC ceases to be a
clearing agency registered under the Exchange Act;

- Entercom or the trust in our or its discretion at any time determines not
to have all of the TIDES evidenced by Global TIDES; or

- a default entitling you to accelerate the maturity of the TIDES has
occurred and is continuing.

Any of the TIDES that are exchangeable pursuant to the preceding sentence are
exchangeable for Certificated TIDES issuable in authorized denominations and
registered in the names as DTC directs. Subject to the foregoing, the Global
TIDES are not exchangeable, except for Global TIDES of the same aggregate
denomination to be registered in the name of DTC or its nominee.

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PAYMENT AND PAYING AGENCY

Payments in respect of the TIDES held in global form will be made to DTC,
which will credit the relevant accounts at DTC on the applicable distribution
dates, or, in respect of the TIDES that are not held by DTC, the payments will
be made by check mailed to the address of the holder entitled thereto as the
address appears on the register. The paying agent will initially be the property
trustee and any co-paying agent chosen by the property trustee and acceptable to
the administrative trustees and us. The paying agent may resign as paying agent
upon 30 days' written notice to the property trustee, the administrative
trustees and us. If the property trustee is no longer the paying agent, the
administrative trustees will appoint a successor (which will be a bank or trust
company acceptable to the administrative trustees and us) to act as paying
agent.

The property trustee has informed the trust that so long as it serves as
paying agent for the TIDES, it anticipates that information regarding
distributions on the TIDES, including payment date, record date and redemption
information, will be made available through Wilmington Trust Company.

REGISTRAR, CONVERSION AGENT AND TRANSFER AGENT

The property trustee acts as registrar, conversion agent and transfer agent
for the TIDES.

The property trustee will act as initial paying agent and transfer agent
for Certificated TIDES and may designate additional or substitute paying agents
and transfer agents at any time. Registration of transfers of Certificated TIDES
will be effected without charge by or on behalf of the trust, but upon payment
(with the giving of such indemnity as the administrative trustees, the property
trustee or we may require) in respect of any tax or other government charges
that may be imposed in connection with any transfer or exchange. The trust will
not be required to register the transfer or exchange of Certificated TIDES
during the period beginning at the opening of business 15 days before any
selection of Certificated TIDES to be redeemed and ending at the close of
business on the day of that selection or register the transfer or exchange of
any Certificated TIDES, or portion thereof, called for redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

The property trustee, other than during the occurrence and continuance of
an Event of Default, will undertake to perform only those duties as are
specifically set forth in the declaration of trust and, during the existence of
an Event of Default, must exercise the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own affairs.
Subject to this provision, the property trustee is under no obligation to
exercise any of the powers vested in it by the declaration of trust at the
request of any holder of TIDES or the trust's common securities unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby. If no Event of Default has occurred and is continuing
and the property trustee is required to decide between alternative causes of
action, construe ambiguous provisions in the declaration of trust or is unsure
of the application of any provision of the declaration of trust, and the matter
is not one on which holders of the TIDES or the trust's common securities are
entitled under the declaration of trust to vote, then the property trustee will
take the action as is directed by us. If the property trustee receives no
directions, it will take the action as it deems advisable and in the best
interests of the holders of the TIDES and the trust's

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common securities and will have no liability except for its own bad faith,
negligence or willful misconduct.

MISCELLANEOUS

The administrative trustees are authorized and directed to:

- conduct the affairs of and to operate the trust in a way that the trust
will not be deemed to be an investment company required to be registered
under the Investment Company Act;

- take any action to cause the trust to be classified for United States
federal income tax purposes as a grantor trust; and

- take any action to ensure that the debentures will be treated as our
indebtedness for United States federal income tax purposes.

In this connection, we and the administrative trustees are authorized to
take any action, not inconsistent with applicable law, the trust's certificate
of trust or the declaration of trust, that we and the administrative trustees
determine in our and their discretion to be necessary or desirable for those
purposes, as long as their actions do not materially adversely affect the
interests of the holders of the TIDES or the trust's common securities.

You and the holders of the trust's common securities have no preemptive or
similar rights.

The trust may not borrow money or issue debt or mortgage or pledge any of
its assets.

GOVERNING LAW

The declaration of trust and the TIDES will be governed by and construed in
accordance with the laws of the State of Delaware.

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DESCRIPTION OF
CONVERTIBLE SUBORDINATED DEBENTURES

We will issue the debentures under the Indenture. The Indenture will be
qualified under and will be subject to and governed by the Trust Indenture Act
upon effectiveness of the registration statement of which this prospectus is a
part. This summary of certain terms and provisions of the debentures and the
Indenture is not complete. For a complete description of the debentures, we
encourage you to read the Indenture. The form of Indenture has been filed as an
exhibit to the registration statement of which this prospectus is a part.

GENERAL

Concurrently with the issuance of the TIDES and the trust's common
securities, the trust will invest the proceeds in our % Convertible
Subordinated Debentures due 2014. Interest will accrue on the debentures from
the date of their original issuance, at the annual rate of % of the
principal amount thereof, subject to the deferral rights described below. The
trust will make those payments quarterly in arrears on March 31, June 30,
September 30 and December 31 (each, an "Interest Payment Date"), commencing
December 31, 1999, to the person in whose name each debenture is registered, at
the close of business on the fifteenth of the month in which the applicable
Interest Payment Date falls.

We anticipate that, until the liquidation of the trust, each debenture will
be registered in the name of the trust and held by the property trustee for the
benefit of the holders of the TIDES and the trust's common securities. The
amount of interest payable for any period will be computed on the basis of the
number of days elapsed in a 360-day year of twelve 30-day months. If any
Interest Payment Date is not a Business Day, then payment of the interest
payable on that date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any the delay),
with the same force and effect as if made on the applicable Interest Payment
Date. Accrued interest that is not paid on the applicable Interest Payment Date
will bear additional interest on the amount of interest (to the extent permitted
by law), compounded quarterly from the relevant Interest Payment Date. The term
"interest" as used herein will include quarterly payments, interest on quarterly
interest payments not paid on the applicable Interest Payment Date and
Additional Sums, as applicable. See "-- Additional Sums."

If the trust distributes the debentures to you, the description of your
conversion rights in this prospectus will apply, with such changes as are
necessary, to the conversion of the debentures. See "Description of
TIDES -- Conversion Rights."

Unless we previously redeem or repurchase the debentures in accordance with
the Indenture, they will mature on September 30, 2014.
See"-- Redemption -- Repayment at Maturity; Redemption of Convertible
Subordinated Debentures."

The debentures will be unsecured and will rank junior and subordinate in
right of payment to all of our Secured Senior Debt. Because we are principally a
holding company, our right to participate in any distribution of assets of any
subsidiary upon the subsidiary's liquidation or reorganization or otherwise (and
thus the ability of holders of the TIDES to benefit indirectly from the
distribution) is subject to the prior claims of creditors of the subsidiary,
except to the extent that we may ourselves be recognized as a creditor of the
subsidiary. Accordingly, the debentures will be subordinated to all of our
Secured Senior

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Debt and effectively subordinated to all existing and future liabilities of our
subsidiaries. Therefore, holders of debentures should look only to our assets
for payments on the debentures. The Indenture does not limit the incurrence or
issuance of other secured or unsecured debt of Entercom, including Senior Debt,
whether under the Indenture or any other debt instrument or agreement that we
may enter into in the future or otherwise. See "Risk Factors -- Risks Relating
to the TIDES" and "-- Subordination."

OPTION TO EXTEND INTEREST PAYMENT DATE

As long as no event of default under the debentures has occurred and is
continuing, we have the right under the Indenture to defer the payment of
interest on the debentures at any time or from time to time for a period not
exceeding 20 consecutive quarters with respect to each deferral period;
provided, that no deferral period may extend beyond the stated maturity of the
debentures. At the end of a deferral period, we must pay all interest then
accrued and unpaid on the debentures (together with interest thereon compounded
quarterly from the relevant Interest Payment Date, to the extent permitted by
applicable law). During a deferral period and for so long as the debentures
remain outstanding, interest will continue to accrue and holders of debentures
(and holders of the TIDES while TIDES are outstanding) will be required to
accrue interest income (in the form of original issue discount) for United
States federal income tax purposes.

During any deferral period, we may not:

- declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of our capital
stock (which includes common and preferred stock) other than stock
dividends paid by us which consist of stock of the same class as that on
which the dividend is being paid;

- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any of our debt securities that rank pari passu with
or junior in interest to the debentures; or

- make any guarantee payments with respect to any guarantee by Entercom of
the debt securities of any of our subsidiaries if the guarantee ranks
pari passu with or junior in interest to the debentures (other than:

- dividends or distributions in our common stock;

- any declaration of a dividend in connection with the implementation of
a stockholders' rights plan, or the issuance of stock under plan in
the future, or the redemption or repurchase of any rights pursuant
thereto;

- payments under the Guarantee;

- purchases or acquisitions of shares of our common stock in connection
with the satisfaction by us of our obligations under any employee
benefit plan or any other contractual obligation (other than a
contractual obligation ranking pari passu with or junior to the
debentures);

- as a result of a reclassification of our capital stock or the exchange
or conversion of one class or series of our capital stock for another
class or series of our capital stock; or

- the purchase of fractional interests in shares of our capital stock
pursuant to the conversion or exchange provisions of the capital stock
or the security being converted or exchanged).

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A deferral period will terminate upon the payment by us of all interest
then accrued and unpaid on the debentures (together with interest accrued
thereon, compounded quarterly, to the extent permitted by applicable law). Prior
to the termination of any deferral period, we may further extend the deferral
period. However, the further deferral cannot cause the deferral period to exceed
20 consecutive quarters or to extend beyond the stated maturity of the
debentures. Upon the termination of any deferral period, and subject to the
foregoing limitations, we may elect to begin a new deferral period. We need not
pay any interest during a deferral period, except at the end of the deferral
period. We must give the property trustee, the administrative trustees and the
debenture trustee notice of our election of any deferral period at least ten
days prior to the record date for the distributions on the TIDES that would have
been payable except for the election to begin or extend the deferral period. The
debenture trustee will give notice of our election to begin or extend a new
deferral period to the holders of the debentures. There is no limitation on the
number of times that we may elect to begin a deferral period.

REDEMPTION

REPAYMENT AT MATURITY; REDEMPTION OF CONVERTIBLE SUBORDINATED DEBENTURES

We must repay the debentures at their stated maturity on September 30,
2014, unless earlier redeemed. The circumstances in which we may, or we are
required to, redeem the debentures prior to their stated maturity are described
below. Upon the repayment in full at maturity or redemption, in whole or in
part, of the debentures (other than following the distribution of the debentures
to the holders of the TIDES and the trust's common securities), the trust will
concurrently apply the proceeds from the repayment or redemption to redeem, at
the applicable Redemption Price, a Like Amount of TIDES and its common
securities. See "Description of TIDES -- Mandatory Redemption."

OPTIONAL REDEMPTION

We will have the right to redeem the debentures in whole or in part, at any
time after October 3, 2002, upon not less than 20 nor more than 60 day's notice,
at a redemption price (the "Optional Redemption Price") equal to the following
prices per $50 principal amount of debentures, plus accrued and unpaid interest
thereon, if redeemed during the 12-month period ending September 30:

<TABLE>
<CAPTION>
PRICE PER
YEAR $50 PRINCIPAL AMOUNT
- ---- --------------------
<S> <C>
2003...................... $
2004...................... $
2005...................... $
2006...................... $
</TABLE>

In the event of any redemption in part, we will not be required:

- to issue, register the transfer of or exchange any debenture during a
period beginning at the opening of business 15 days before any selection
for redemption of debentures and ending at the close of business on the
earliest date on which the relevant notice of redemption is deemed to
have been given to all holders of debentures to be so redeemed; and

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- to register the transfer of or exchange any debentures so selected for
redemption, in whole or in part, except the unredeemed portion of any
debenture being redeemed in part.

In no event will we optionally redeem the debentures during a deferral
period. Accordingly, prior to optionally redeeming the debentures, all interest
accrued and unpaid (together, in the case of a deferral period, with interest
thereon, to the extent permitted by law) to the Interest Payment Date
immediately preceding the Optional Redemption Date will be paid in full.

TAX EVENT REDEMPTION

We may also, under limited circumstances within 90 days of the occurrence
and continuation of a Tax Event, redeem (a "Tax Event Redemption") the
debentures in whole, but not in part, at the aggregate principal amount of the
debentures plus accrued and unpaid interest thereon to the date of redemption
(the "Tax Event Redemption Price"). See "Description of TIDES -- Tax Event or
Investment Company Event Redemption or Distribution."

If we are permitted to consummate a Tax Event Redemption and we desire to
do so, we must cause a notice to be mailed to each holder of TIDES and each
holder of debentures at least 30 days but not more than 60 days before the
Redemption Date. In the event of a Tax Event Redemption, you may convert your
TIDES (or debentures, if applicable) called for redemption into our Class A
common stock at the Applicable Conversion Ratio prior to 5:00 p.m., New York
City time, on the applicable Redemption Date.

ADDITIONAL SUMS

If (A) the property trustee is the sole holder of all the debentures and
(B) the trust is required to pay any additional taxes, duties, assessments or
other governmental charges as a result of a Tax Event ("Additional Sums"), we
will pay as additional amounts on the debentures those amounts as required so
that the distributions payable by the trust in respect of the TIDES and its
common securities will not be reduced as a result of any of those Additional
Sums.

RESTRICTIONS ON PAYMENTS

If (A) there has occurred an event of default under the debentures, (B) we
are in default with respect to our payment of any obligations under the
Guarantee or (C) we have given notice of our election of a deferral period as
provided in the Indenture and have not rescinded that notice, or the deferral
period is continuing, we will not:

- make any payment of principal, interest or premium, if any, on or repay
or repurchase or redeem any of our debt securities that rank pari passu
with or junior in interest to the debentures; or

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- make any guarantee payments with respect to any guarantee by us of the
debt of any of our subsidiaries if the guarantee ranks pari passu with or
junior in interest to the debentures in each case other than:

- dividends or distributions in our common stock;

- any declaration of a dividend in connection with the implementation of
a stockholders' rights plan, or the issuance of stock under any plan
in the future, or the redemption or repurchase of any rights pursuant
thereto;

- payments under the Guarantee;

- purchases or acquisitions of shares of our common stock in connection
with the satisfaction by us of our obligations under any employee
benefit plan or any

- other contractual obligation of ours (other than a contractual
obligation ranking pari passu with or junior in interest to the
debentures);

- as a result of a reclassification of our capital stock or the exchange
or conversion of one class or series of our capital stock for another
class or series of our capital stock; or

- the purchase of fractional interests in shares of our capital stock
pursuant to the conversion or exchange provisions of the capital stock
or the security being converted or exchanged.

MODIFICATION OF INDENTURE

From time to time we and the debenture trustee may, without the consent of
the holders of debentures, amend, waive or supplement the Indenture for
specified purposes, including, among other things, curing ambiguities, defects
or inconsistencies (provided that any action does not materially adversely
affect the interest of the holders of debentures or the holders of the TIDES so
long as they remain outstanding) and qualifying, or maintaining the
qualification of, the Indenture under the Trust Indenture Act. The Indenture
contains provisions permitting us and the debenture trustee, with the consent of
the holders of not less than a majority in principal amount of debentures, to
modify the Indenture in a manner affecting the rights of the holders of
debentures. However, no modification may, without the consent of the holder of
each outstanding debenture so affected,

- change the stated maturity of the debentures;

- reduce the principal amount of the debentures;

- reduce the rate or extend the time of payment of interest on the
debentures;

- reduce the percentage of principal amount of debentures the consent of
whose holders is required to amend, waive or supplement the Indenture; or

- have certain other effects as set forth in the Indenture.

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DEBENTURE EVENTS OF DEFAULT

The Indenture provides that any one or more of the following described
events with respect to the debentures that has occurred and is continuing
constitutes an event of default under the debentures:

(1) failure for 30 days to pay any interest on the debentures when due
(subject to the deferral of any due date in the case of a deferral period);

(2) failure to pay any principal or premium, if any, on the debentures
when due, whether at maturity, upon redemption, by declaration of
acceleration or otherwise;

(3) failure to observe or perform certain other covenants contained in
the Indenture for 90 days after written notice to us from the debenture
trustee or the holders of at least 25% in aggregate outstanding principal
amount of the debentures;

(4) failure by us to issue and deliver shares of our Class A common
stock upon an election by a holder of TIDES to convert its TIDES;

(5) bankruptcy, insolvency or reorganization of Entercom or any of its
significant subsidiaries; or

(6) the voluntary or involuntary dissolution, winding-up or
termination of the trust, except in connection with the distribution of the
debentures to the holders of TIDES and the trust's common securities in
liquidation of the trust, the redemption of all of the TIDES and the
trust's common securities or certain mergers, consolidations or
amalgamations, each as permitted by the declaration of trust.

The holders of a majority in aggregate outstanding principal amount of the
debentures have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the debenture trustee. The debenture
trustee or the holders of not less than 25% in aggregate outstanding principal
amount of the debentures may declare the principal due and payable immediately
upon an event of default under the debentures and, should the debenture trustee
or the holders of debentures fail to make such declaration, the holders of at
least 25% in aggregate liquidation amount of the TIDES will have the right to
make the declaration; provided that any declaration will not be effective until
the earlier to occur of (1) five business days after receipt by us and the
administrative agent under the Senior Credit Agreement of written notice of the
declaration and (2) acceleration of obligations under the Senior Credit
Agreement. The holders of a majority in aggregate outstanding principal amount
of the debentures may annul the declaration and waive the default if the default
(other than the non-payment of the principal of the debentures which has become
due solely by the acceleration) has been cured and a sum sufficient to pay all
matured installments of interest and principal due otherwise than by
acceleration has been deposited with the debenture trustee. Should the holders
of debentures fail to annul the declaration and waive the default, the holders
of a majority in aggregate liquidation amount of the TIDES will have the right
to make a declaration and waive the default.

The holders of a majority in aggregate outstanding principal amount of the
debentures affected thereby may, on behalf of the holders of all the debentures,
waive any past default, except a default in the payment of principal of (or
premium, if any) or interest (unless the default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the debenture trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each

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outstanding debenture. Should the holders of the debentures fail to annul the
declaration and waive the default, the holders of a majority in aggregate
liquidation amount of the TIDES will have the right. We are required to file
annually with the debenture trustee a certificate as to whether or not we are in
compliance with all the conditions and covenants applicable to us under the
Indenture.

In case an event of default under the debentures occurs and is continuing,
the property trustee will have the right to declare the principal of and the
interest on the debentures, and any other amounts payable under the Indenture,
to be forthwith due and payable and to enforce its other rights as a creditor
with respect to the debentures; provided that any declaration will not be
effective until the earlier to occur of (1) five business days after receipt by
us and the administrative agent under the Senior Credit Agreement of written
notice of the declaration and (2) acceleration of obligations under the Senior
Credit Agreement.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF TIDES

If an event of default under the debentures has occurred and is continuing
and the event is attributable to our failure to pay interest or principal on the
debentures on the date the interest or principal is otherwise payable, you may
institute an action directly against us. We may not amend the Indenture to
remove the foregoing right to bring a direct action against us without the prior
written consent of the holders of all of the TIDES. If the right to bring a
direct action against us is removed, the trust may become subject to the
reporting obligations under the Exchange Act. Notwithstanding any payments made
to a holder of TIDES by us in connection with a direct action against us, we
will remain obligated to pay the principal of and interest on the debentures,
and we will be subrogated to the rights of the holder of the TIDES with respect
to payments on the TIDES to the extent of any payments made by us to the holder
in any direct action against us.

You will not be able to exercise directly any remedies, other than those
set forth in the preceding paragraph, available to the holders of the debentures
unless there was an Event of Default under the declaration of trust. See
"Description of TIDES--Events of Default; Notice."

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

The Indenture provides that we will not consolidate with or merge with or
into any other person or convey, transfer or lease our properties and assets
substantially as an entirety to any person, and no person will consolidate with
or merge with or into us or convey, transfer or lease its properties and assets
substantially as an entirety to us, unless:

- in case we consolidate with or merge with or into another person or
convey, transfer or lease our properties and assets substantially as an
entirety to any person, the successor person is organized under the laws
of the United States or any State of the United States or the District of
Columbia, and the successor person expressly assumes our obligations on
the debentures issued under the Indenture and provides for conversion
rights in accordance with the Indenture;

- immediately after giving effect thereto, no event of default under the
debentures and no event which, after notice or lapse of time or both,
would become an event of default under the debentures, has occurred and
is continuing;

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- if at the time any TIDES are outstanding, the transaction is permitted
under the declaration of trust and the Guarantee and does not give rise
to any breach or violation of the declaration or trust or the Guarantee;
and

- certain other conditions as prescribed in the Indenture are met.

The general provisions of the Indenture do not afford holders of the
debentures protection in the event of a highly leveraged or other transaction
involving us that may adversely affect holders of the debentures.

SUBORDINATION

In the Indenture, we have covenanted and agreed that any debentures issued
thereunder will be subordinate and junior in right of payment to all of our
Secured Senior Debt to the extent provided in the Indenture. Upon any payment or
distribution of assets to creditors upon any liquidation, dissolution,
winding-up, assignment for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency or similar proceedings relating to Entercom, the holders
of Secured Senior Debt will first be entitled to receive payment in full in cash
of principal of (and premium, if any), interest, and all other obligations with
respect to the Secured Senior Debt before the holders of debentures, or the
property trustee (or any other person or entity) on behalf of the holders, will
be entitled to receive or retain any payment or distribution in respect of the
debentures.

In the event of the acceleration of the maturity of the debentures, the
holders of all Secured Senior Debt outstanding at the time of the acceleration
will first be entitled to receive payment in full in cash of all amounts due
thereon (including any amounts due upon acceleration) before the holders of the
debentures will be entitled to receive or retain any payment or distribution in
respect of the debentures.

In the event that

- we default in the payment of any principal of, premium (if any), interest
on, or any other amount with respect to, any Secured Senior Debt when the
same becomes due and payable (a "payment default"), whether at maturity
or at a date fixed for prepayment or by declaration of acceleration or
otherwise; and

- the default, in the case of Secured Senior Debt other than Designated
Senior Debt, continues beyond the period of grace, if any, specified in
the instrument evidencing the Secured Senior Debt,

then, unless and until the default is cured or waived or ceases to exist or all
Secured Senior Debt is paid in full in cash, no direct or indirect payment or
distribution (in cash, property, securities, by set-off or otherwise) will be
made or agreed to be made for or in respect of the debentures, or in respect of
any redemption, repayment, retirement, purchase or other acquisition of any of
the debentures.

Furthermore, in the event that

- we suffer a default (other than a payment default) under any Designated
Senior Debt; and

- the default continues beyond the period of grace, if any, specified in
the instrument evidencing the Designated Senior Debt,

then, commencing upon the receipt by the debenture trustee (with a copy to us)
of written notice of the default from the representative of the holders of the
Designated Senior Debt and until the default is cured or waived or ceases to
exist or all the Designated Senior

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Debt is paid in full in cash, no direct or indirect payment or distribution (in
cash, property, securities, by set-off or otherwise) will be made or agreed to
be made for or in respect of the debentures, or in respect of any redemption,
repayment, retirement, purchase or other acquisition of any of the debentures.
We must promptly notify the holders of Designated Senior Debt of the occurrence
of any default under the Indenture or the debentures.

The term "Designated Senior Debt" means (1) any obligation under the Senior
Credit Agreement and (2) following termination of the Senior Credit Agreement,
any other Senior Debt the principal amount of which is $50.0 million or more and
that has been designated by us as "Designated Senior Debt."

The term "Senior Credit Agreement" means (A) that certain Loan Agreement,
dated February 13, 1998, as amended on October 8, 1998 and as further amended on
July 20, 1999, by and among Entertainment Communications Corp., as the borrower,
Key Corporate Capital Inc., as administrative agent and document agent, Bank of
America National Trust & Savings Association, as syndication agent, and the
financial institutions listed therein, as amended, including, without
limitation, any related notes, letters of credit, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and, in
each case, as amended, amended and restated, modified, renewed, refunded,
replaced or refinanced from time to time, and (B) any other debt or credit
facility or commercial paper facility providing for revolving credit loans, term
loans, accounts receivable financing (including through the sale of accounts
receivable to such lenders or to special purpose entities formed to borrow from
such lenders against such accounts receivable), letters of credit or other form
of financing, in each case, as amended, restated, supplemented, extended,
modified, renewed, refunded, replaced or refinanced in whole or in part from
time to time, including any such amendment, restatement, supplement, extension,
modification, renewal, refunding, replacement or refinancing, (1) extending or
shortening the maturity of any obligation incurred thereunder or contemplated
thereby, (2) adding or deleting borrowers or guarantors thereunder and (3)
increasing the amount of credit extended, or available to be extended,
thereunder.

The term "Senior Debt" means:

(A) all of our obligations under the Senior Credit Agreement,
including, without limitation, principal (including, without limitation,
reimbursement obligations in respect of letters of credit (whether or not
drawn) and obligations to cash collateralize letters of credit), premium
(if any), interest (including, without limitation, interest accruing
subsequent to the filing of, or which would have accrued but for the filing
of, a petition for bankruptcy, whether or not the interest is an allowable
claim in the bankruptcy proceeding), fees, indemnifications, expenses and
other amounts payable pursuant thereto;

(B) the principal of, and premium and interest, if any, on all of our
indebtedness for money borrowed, whether outstanding on the date of
execution of the Indenture or thereafter created, assumed or incurred;

(C) all obligations to make payment pursuant to the terms of financial
instruments, such as (1) securities contracts and foreign currency exchange
contracts, (2) derivative instruments, such as swap agreements (including
interest rate and foreign exchange rate swap agreements), cap agreements,
floor agreements, collar agreements, interest rate agreements, foreign
exchange agreements, options, commodity futures contracts and commodity
options contracts, and (3) similar financial instruments; except, in the
case of both (A) and (B) above, the

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indebtedness and obligations that are expressly stated to rank junior in
right of payment to, or pari passu in right of payment with, the
debentures;

(D) indebtedness or obligations of others of the kind described in
(A), (B) and (C) above for the payment of which we are responsible or
liable as guarantor or otherwise; and

(E) any deferrals, renewals or extensions of any Senior Debt that is
secured, in whole or in part by our assets.

However, Senior Debt will not be deemed to include:

- any of our Debt which, when incurred and without respect to any election
under Section 1111(b) of the United States Bankruptcy Code of 1978, was
without recourse to us;

- trade accounts payable in the ordinary course of business;

- any of our Debt to any of our subsidiaries; or

- Debt to any of our employees.

The term "Secured Senior Debt" means Senior Debt that is secured at the
time incurred by any lien, pledge, charge, encumbrance, mortgage, deed of trust,
hypothecation, assignment or security interest with respect to our assets having
a fair market value at the time of the grant thereof (in the judgment of the
Board of Directors) equal to not less than the amount of the Senior Debt.

The term "Debt" means:

- the principal of, and premium and interest, if any, on indebtedness for
money borrowed;

- purchase money and similar obligations;

- obligations under capital leases;

- guarantees, assumptions or purchase commitments relating to, or other
transactions as a result of which we are responsible for the payment of
the indebtedness of others;

- renewals, extensions and refunding of any indebtedness;

- interest or obligations in respect of any indebtedness accruing after the
commencement of any insolvency or bankruptcy proceedings; and

- obligations associated with derivative products such as interest rate and
currency exchange contracts, foreign exchange contracts, commodity
contracts and similar arrangements.

The Indenture places no limitation on the amount of Secured Senior Debt
that may be incurred by us. We expect from time to time to incur additional
indebtedness constituting Secured Senior Debt. At June 30, 1999, our aggregate
outstanding Secured Senior Debt was approximately $166.3 million and, on a pro
forma basis, we would have had $554.8 million of Secured Senior Debt. The
Indenture also places no limitation on the Debt of our subsidiaries, which
effectively rank senior in right of payment to the debentures.

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REGISTRATION AND TRANSFER

The debentures will be represented by one or more global certificates
registered in the name of Cede & Co. as the nominee of DTC if, and only if,
distributed to the holders of the TIDES and the trust's common securities. Until
that time, the debentures will remain registered in the name of and held by the
property trustee. Should the debentures be distributed to holders of the TIDES
and the trust's common securities, beneficial interests in the debentures will
be shown on, and transfers of debentures will be effected only through, records
maintained by Participants in DTC. Except as described below, debentures in
certificated form will not be issued in exchange for the global certificates.

A global security will be exchangeable for debentures in certificated form
registered in the names of persons other than Cede & Co. only if:

- DTC notifies us that it is unwilling or unable to continue as a
depositary for the global security and no successor depositary has been
appointed, or it at any time DTC ceases to be a "clearing agency"
registered under the Exchange Act, at a time when DTC is required to be
so registered to act as the depositary;

- we in our sole discretion determines that the global security will be so
exchangeable; or

- there has occurred and is continuing an event of default under the
debentures.

Any global security that is exchangeable pursuant to the preceding sentence
will be exchangeable for certificates registered in those names as DTC directs.
It is expected that the instructions will be based upon directions received by
DTC from its Participants with respect to ownership of beneficial interests in
the global security.

Payments on debentures held in global form will be made to DTC, as the
depositary for the debentures. In the case of debentures issued in certificated
form, principal and interest will be payable, the transfer of the debentures
will be registrable, and debentures will be exchangeable for debentures of other
denominations of a like aggregate principal amount, at the corporate office of
the debenture trustee in New York, New York, or at the offices of any paying
agent or transfer agent appointed by us, provided that payment of interest may
be made at our option of by check mailed to the address of the persons entitled
thereto or by wire transfer.

For a description of DTC and the terms of the depositary arrangements
relating to payments, transfers, voting rights, redemptions and other notices
and other matters, see "Description of TIDES -- Form, Book-Entry Procedures and
Transfer." If the debentures are distributed to the holders of the TIDES and the
trust's common securities upon the trust's termination, the form, book-entry and
transfer procedures with respect to the TIDES as described under "Description of
TIDES -- Form, Book-Entry Procedures and Transfer," will apply to the debentures
with such changes to the details of the procedures as are necessary.

PAYMENT AND PAYING AGENTS

Payment of the principal of and interest on the debentures will be made at
the office or agency we maintain for that purpose in New York, New York, in the
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. However, at our option,
payment of interest may be made (except in the case of debentures that are held
in global form) by check mailed to each registered holder or by wire transfer.
Payment of any interest on any debentures will be

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made to the person in whose name the debentures is registered at the close of
business on the record date for that interest payment date, except in the case
of defaulted interest.

GOVERNING LAW

The Indenture and the debentures will be governed by and construed in
accordance with the laws of the State of New York.

INFORMATION CONCERNING THE DEBENTURE TRUSTEE

The debenture trustee will be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to those provisions, the debenture trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of debentures, unless offered reasonable indemnity by the
holder against the costs, expenses and liabilities which might be incurred
thereby. The debenture trustee is not required to expend or risk its own funds
or otherwise incur personal financial liability in the performance of its duties
if the debenture trustee reasonably believes that repayment or adequate
indemnity is not reasonably assured to it.

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DESCRIPTION OF GUARANTEE

We will execute and deliver the Guarantee for your benefit concurrently
with the issuance by the trust of the TIDES. Wilmington Trust Company will act
as guarantee trustee under the Guarantee. The Guarantee is not qualified under
the Trust Indenture Act. This summary of certain provisions of the Guarantee is
not complete. For a complete description of the Guarantee, we encourage you to
read the Guarantee. The guarantee trustee holds the Guarantee for the benefit of
the holders of the TIDES. We have filed the form of Guarantee as an exhibit to
the registration statement of which this prospectus is a part.

GENERAL

Pursuant to the Guarantee, we will irrevocably agree to pay in full on a
subordinated basis, as set forth herein, the Guarantee Payments to you, as and
when due, regardless of any defense, right of set-off or counterclaim that the
trust may have or assert other than the defense of payment. The following
payments with respect to the TIDES, to the extent not paid by or on behalf of
the trust (the "Guarantee Payments"), will be subject to the Guarantee:

- any accrued and unpaid distributions required to be paid on the TIDES, to
the extent that the trust has funds on hand available at that time;

- the applicable Redemption Price with respect to TIDES called for
redemption, to the extent that the trust has funds on hand available at
that time; and

- upon a voluntary or involuntary dissolution, winding up or liquidation of
the trust (other than in connection with the distribution of debentures
to you or the redemption of all of the TIDES), the lesser of (a) the
Liquidation Distribution, to the extent the trust has funds available and
(b) the amount of assets of the trust remaining available for
distribution to you upon liquidation of the trust after satisfaction of
liabilities to the trust's creditors as required by applicable law.

Our obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by us to you or by causing the trust to pay
those amounts to you.

The Guarantee will be an irrevocable guarantee on a subordinated basis of
the trust's obligations under the TIDES, although it will apply only to the
extent that the trust has funds sufficient to make those payments, and is not a
guarantee of collection. If we do not make interest payments on the debentures
held by the trust, the trust will not be able to pay distributions on the TIDES
and will not have funds legally available for the distributions.

The Guarantee will rank subordinate and junior in right of payment to all
Secured Senior Debt. See "-- Status of the Guarantee." Because we are
principally a holding company, our right to participate in any distribution of
assets of any subsidiary, upon the subsidiary's liquidation or reorganization or
otherwise (and thus the ability of the holders of TIDES to benefit indirectly
from any such distribution), is subject to the prior claims of creditors of the
subsidiary, except to the extent we may ourselves be recognized as a creditor of
that subsidiary. Accordingly, our obligations under the Guarantee will be
effectively subordinated to all existing and future liabilities of our
subsidiaries, and claimants should look only to our assets for payments
thereunder. The Guarantee does not limit our incurrence or issuance of other
secured or unsecured debt, including Senior Debt.

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STATUS OF THE GUARANTEE

The Guarantee will constitute our unsecured obligation and will rank
subordinate and junior in right of payment to all Secured Senior Debt in the
same manner as the debentures.

The Guarantee will constitute a guarantee of payment and not of collection
(i.e., the guaranteed party may institute a legal proceeding directly against us
to enforce its rights under the Guarantee without first instituting a legal
proceeding against any other person or entity). The Guarantee will be held for
your benefit. The Guarantee will not be discharged except by payment of the
Guarantee Payments in full to the extent not paid by the trust or upon
distribution to the holders of the TIDES or the debentures. The Guarantee does
not place a limitation on the amount of additional Secured Senior Debt that may
be incurred by us. We expect from time to time to incur additional indebtedness
constituting Secured Senior Debt.

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes that do not materially adversely affect
your rights (in which case no vote will be required), the Guarantee may not be
amended without the prior approval of the holders of not less than a majority of
the aggregate liquidation amount of the outstanding TIDES. The manner of
obtaining any the approval will be as set forth under "Description of
TIDES -- Voting Rights; Amendment of the Declaration." All guarantees and
agreements contained in the Guarantee will bind our successors, assigns,
receivers, trustees and representatives and will inure to the benefit of the
holders of the TIDES then outstanding.

EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon our failure to
perform any of our payment or other obligations under the Guarantee; provided,
however, that except with respect to a default in payment of any Guarantee
Payment, we must have received notice of default and not have cured the default
within 60 days after receipt of the notice. The holders of not less than a
majority in aggregate liquidation amount of the TIDES have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the guarantee trustee in respect of the Guarantee or to direct the exercise
of any trust or power conferred upon the guarantee trustee under the Guarantee.

You may institute a legal proceeding directly against us to enforce your
rights under the Guarantee without first instituting a legal proceeding against
the trust, the guarantee trustee or any other person or entity.

We, as guarantor, are required to file annually with the guarantee trustee
a certificate as to whether or not we are in compliance with all the conditions
and covenants applicable to us under the Guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The guarantee trustee, other than during the occurrence and continuance of
our default in performance of the Guarantee, undertakes to perform only those
duties as are specifically set forth in the Guarantee and, after default with
respect to the Guarantee, must exercise the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own affairs.
Subject to this provision, the guarantee trustee is under no obligation to
exercise any of the powers vested in it by the Guarantee at the

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request of any holder of the TIDES unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate as to each holder of TIDES upon

- full payment of the Redemption Price of the TIDES and any accrued and
unpaid distributions;

- distribution of the debentures held by the trust to you;

- liquidation of the trust; or

- distribution of Class A common stock of Entercom to holders in respect of
conversion of the holder's TIDES into Class A common stock.

The Guarantee will terminate completely upon full payment of the amounts
payable in accordance with the declaration of trust. The Guarantee will continue
to be effective or will be reinstated, as the case may be, if at any time any
holder of the TIDES must restore payment of any sums paid under the TIDES or the
Guarantee.

GOVERNING LAW

The Guarantee will be governed by and construed in accordance with the laws
of the State of New York.

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RELATIONSHIP AMONG THE TIDES, THE CONVERTIBLE
SUBORDINATED DEBENTURES AND THE GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

We will irrevocably guarantee payments of distributions and other amounts
due on the TIDES (to the extent the trust has funds available for the payment of
those distributions) as and to the extent set forth under "Description of
Guarantee." Taken together, our obligations under the debentures, the Indenture,
the declaration of trust and the Guarantee, including our obligation to pay the
trust's costs, expenses and other liabilities (other than the trust's
obligations to the holders of the TIDES and its common securities pursuant to
the terms of those securities) provide in the aggregate, a full, irrevocable and
unconditional guarantee of all of the trust's obligations under the TIDES. No
single document standing alone or operating in conjunction with fewer than all
of the other documents constitutes the guarantee. It is only the combined
operation of these documents that has the effect of providing a full,
irrevocable and unconditional guarantee of the trust's obligations under the
TIDES and its common securities. If and to the extent that we do not make
payments on the debentures, the trust will not pay distributions or other
amounts due on the TIDES. The Guarantee does not cover payment of distributions
when the trust does not have sufficient funds to pay those distributions. In
that event, your remedy is to institute a direct action against us. Our
obligations under the Guarantee are subordinate and junior in right of payment
to all Secured Senior Debt.

SUFFICIENCY OF PAYMENTS

As long as payments of interest and other payments are made when due on the
debentures, the payments will be sufficient to cover distributions and other
payments due on the TIDES, primarily because:

- the aggregate principal amount or applicable Redemption Price of the
debentures will be equal to the sum of the aggregate liquidation amount
or applicable Redemption Price, as applicable, of the TIDES and the
trust's common securities;

- the interest rate payable on the debentures and interest and other
payment dates on the debentures will match the distribution rate and
distributions and other payment dates for the TIDES;

- we will pay for all of the trust's costs, expenses and liabilities except
the trust's obligations to holders of TIDES and its common securities
pursuant to the terms of those securities; and

- the declaration of trust further provides that the trust will not engage
in any activity that is not consistent with the limited purposes of the
declaration of trust.

Notwithstanding anything to the contrary in the Indenture, we have the
right to set off any payment we are otherwise required to make under the
Indenture with and to the extent we have already made, or are concurrently on
the date of that payment making, any payment under the Guarantee used to satisfy
the related payment of indebtedness under the Indenture.

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ENFORCEMENT RIGHTS OF HOLDERS OF TIDES

You may institute a legal proceeding directly against us to enforce your
rights under the Guarantee without first instituting a legal proceeding against
the guarantee trustee, the trust or any other person or entity.

A default or event of default under any Senior Debt would not constitute a
default or Event of Default under the declaration of trust. However, in the
event of payment and certain other defaults under, or acceleration of, Senior
Debt, the subordination provisions of the Indenture provide that no payments may
be made in respect of the debentures until the Senior Debt has been paid in full
or the payment or other default under any Senior Debt has been cured or waived.
Failure to make required payments on debentures would constitute an Event of
Default under the declaration of trust.

LIMITED PURPOSE OF THE TRUST

The TIDES evidence an undivided beneficial ownership interest in the trust,
and the trust exists for the sole purpose of issuing the TIDES and the trust's
common securities and investing the proceeds of the TIDES and the trust's common
securities in the debentures.

RIGHTS UPON DISSOLUTION

Upon any voluntary or involuntary dissolution, winding-up or liquidation of
the trust involving the liquidation of the debentures, after satisfaction of the
liabilities of the creditors of the trust as required by applicable law, you and
the holders of the trust's common securities will be entitled to receive, out of
the trust's assets held, the Liquidation Distribution in cash. See "Description
of TIDES -- Liquidation of the Trust and Distribution of Convertible
Subordinated Debentures." Upon any voluntary or involuntary liquidation or
bankruptcy of Entercom, the property trustee, as holder of the debentures, would
be a subordinated creditor of Entercom, subordinated in right of payment to all
Secured Senior Debt as set forth in the Indenture, but entitled to receive
payment in full of principal and interest, before any of our stockholders
receive payments or distributions. Since we are the guarantor under the
Guarantee and have agreed to pay for all of the trust's costs, expenses and
liabilities (other than the trust's obligations to the holders of its TIDES and
common securities), the positions of a holder of TIDES and a holder of
debentures relative to our other creditors and stockholders in the event of our
liquidation or bankruptcy are expected to be substantially the same.

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Latham & Watkins, counsel to Entercom, the following are
the material United States Federal income tax consequences of the ownership and
disposition of the TIDES. Unless otherwise stated, this summary deals only with
the TIDES held as capital assets (e.g., generally as an investment) by holders
who acquire the TIDES on their original issue date at their initial offering
price.

The treatment of a holder may vary depending on its particular situation.
This summary does not deal with all aspects of taxation that may be relevant to
a holder in light of its personal investments or tax circumstances, or to
holders who receive special treatment under the Federal income tax laws,
including, without limitation:

- banks and other financial institutions;

- insurance companies;

- regulated investment companies and real estate investment trusts;

- tax-exempt entities;

- brokers-dealers;

- persons that hold the TIDES as a part of a position in a "straddle" or as
part of a "hedging," "conversion" or other integrated investment
transaction for Federal income tax purposes;

- persons whose "functional currency" is not the U.S. dollar; or

- foreign persons.

Further, it does not include any description of alternative minimum tax
consequences or the tax laws of any state, local or foreign government that may
be applicable to the TIDES.

This summary is based on the Internal Revenue Code, Treasury Regulations
issued thereunder and administrative and judicial interpretations thereof as of
the date hereof, all of which are subject to change, possibly on a retroactive
basis. The authorities on which this summary is based are subject to various
interpretations, and it is therefore possible that the Federal income tax
treatment of the ownership and disposition of TIDES may differ from the
treatment described below.

INVESTORS ARE ADVISED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX
CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF THE TIDES, IN LIGHT OF THEIR
PARTICULAR CIRCUMSTANCES, UNDER FEDERAL INCOME TAX LAWS AND ANY APPLICABLE
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS, INCLUDING THE EFFECTS OF POSSIBLE
FUTURE CHANGES IN SUCH LAWS.

CLASSIFICATION OF THE TRUST

In connection with the issuance of the TIDES, Latham & Watkins, counsel to
Entercom, will render its opinion generally to the effect that, assuming full
compliance with the terms of the declaration of trust, the Indenture and certain
other documents, the trust will be classified for Federal income tax purposes as
a grantor trust and not as an association taxable as a corporation. Accordingly,
for Federal income tax purposes each holder of TIDES will be considered the
owner of an undivided interest in the debentures

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held by the trust and will be required to include in gross income its pro rata
share of income on the debentures, including original issue discount, whether or
not cash is actually distributed to the holder.

CLASSIFICATION OF THE DEBENTURES

Entercom intends to take the position that the debentures will be
classified for Federal income tax purposes as indebtedness of Entercom under
current law. By acceptance of the TIDES, each holder covenants to treat the
debentures as indebtedness and the TIDES as evidence of an indirect beneficial
ownership interest in the debentures. The Internal Revenue Service, however, has
announced in Notice 94-47 that it will scrutinize and may challenge the debt
classification of instruments that have some features similar to the debentures.
Thus, no assurance can be given that the classification of the debentures as
indebtedness will not be challenged by the Internal Revenue Service or, if
challenged, that such a challenge will not be successful. The remainder of this
discussion assumes that the debentures will be classified for Federal income tax
purposes as indebtedness of Entercom.

ORIGINAL ISSUE DISCOUNT

Because Entercom has the option, under the terms of the debentures, to
defer payments of interest by extending the interest payment periods for up to
20 quarters, all of the stated interest payments on the debentures will be
treated as original issue discount. Under these rules, the original issue
discount on the debentures would accrue, and be includible in income, on a daily
basis under a constant yield method, including during any interest deferral
period, regardless of the holder's method of accounting for Federal income tax
purposes. Consequently, holders of the TIDES would be required to include
original issue discount in gross income even if Entercom did not make any actual
distributions during the extension period. Actual distributions of stated
interest on the debentures generally would not be separately taxable. A holder
that disposes of its TIDES prior to the record date for payment of distributions
on the debentures will be subject to tax on original issue discount accrued
through the date of disposition (and not previously included in income), but
will not receive cash from the trust with respect to such original issue
discount.

Because the income underlying the TIDES will not be characterized as
dividends for Federal income tax purposes, corporate holders of the TIDES will
not be entitled to a dividends-received deduction for any income recognized with
respect to the TIDES.

RECEIPT OF CONVERTIBLE SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE
TRUST

Under some circumstances, the debentures may be distributed to holders in
exchange for the TIDES and in liquidation of the trust. Under current law, a
distribution of the debentures to holders in exchange for the TIDES or in
liquidation of the trust would be a nontaxable event to each holder. In this
case, each holder would receive an aggregate tax basis in the debentures equal
to the holder's aggregate tax basis in the TIDES. A holder's holding period in
the debentures received in liquidation of the trust would include the period
during which the TIDES were held by the holder.

The debentures also may, under certain circumstances, be redeemed for cash
and the proceeds of such redemption distributed to holders in redemption of
their TIDES. Under current law, a redemption of the TIDES for cash would
constitute a taxable disposition of

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the redeemed TIDES. In this case, a holder would recognize gain or loss as if it
sold the redeemed TIDES for cash. See "-- Sale of TIDES."

If, however, the liquidation of the trust were to occur because of a Tax
Event which results in the trust being subject to Federal income tax with
respect to income accrued or received on the TIDES, the distribution of the
debentures to a holder of TIDES would be a taxable event to the trust and to
each holder of TIDES. In this case, each holder of TIDES would recognize gain or
loss as if the holder had exchanged its TIDES for the debentures upon
liquidation of the trust.

SALE OF TIDES

A holder that sells the TIDES will be considered to have disposed of all or
part of its pro rata share of the debentures and will recognize gain or loss
equal to the difference between the amount realized on the sale of the TIDES and
the holder's adjusted tax basis in the TIDES. A holder's adjusted tax basis in
the TIDES generally will be its initial purchase price, increased by original
issue discount previously includible in income and decreased by payments
received on the TIDES. Any gain or loss recognized on the sale or exchange of
the TIDES generally will be a capital gain or loss, except to the extent of any
accrued interest with respect to the holder's pro rata share of the debentures
required to be included in income as ordinary income. Any gain or loss will be
long term capital gain or loss if the TIDES have been held by the holder for
more than one year.

A holder who disposes of its TIDES between record dates for payments of
distributions thereon will be required to include original issue discount on the
debentures through the date of disposition in income as ordinary income, and to
add this amount to its adjusted tax basis in the TIDES. To the extent the amount
recognized on the sale is less than the holder's adjusted tax basis, which basis
will include all accrued but unpaid original issue discount, a holder will
recognize a capital loss. Subject to limited exceptions set forth in the
Internal Revenue Code, capital losses cannot be applied to offset ordinary
income for Federal income tax purposes.

MARKET DISCOUNT AND BOND PREMIUM

Holders that purchase the TIDES at a price that is greater than or less
than the adjusted issue price of the holder's proportionate share of the
debentures, which generally should approximate the face amount plus accrued but
unpaid interest on the debentures, may be considered to have acquired their
undivided interest in the debentures with "market discount" or "acquisition
premium" as these terms are defined for Federal income tax purposes. Such
holders are advised to consult their tax advisors as to the Federal income tax
consequences of the acquisition, ownership and disposition of the TIDES.

CONVERSION OF TIDES INTO CLASS A COMMON STOCK

Except possibly to the extent attributable to accrued but unpaid interest
on the debentures, a holder of TIDES will not recognize income, gain or loss
upon the conversion, through the conversion agent, of debentures into Class A
common stock. A holder of TIDES will, however, recognize gain upon the receipt
of cash in lieu of a fractional share of Class A common stock equal to the
amount of cash so received less the holder's tax basis in the fractional share.
A holder's tax basis in Class A common stock received upon conversion should
generally be equal to the holder's tax basis in the TIDES

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delivered to the conversion agent for exchange, less the basis allocated to any
fractional share for which cash is received. A holder's holding period in Class
A common stock received upon conversion should generally begin on the date the
holder acquired the TIDES delivered to the conversion agent for exchange.

ADJUSTMENT OF CONVERSION PRICE

Treasury Regulations promulgated under Section 305 of the Internal Revenue
Code will treat holders of TIDES as having received a constructive distribution
from Entercom in the event the conversion ratio of the debentures were adjusted
if (i) as a result of the adjustment, the proportionate interest (measured by
the quantum of Class A common stock into or for which the debentures are
convertible or exchangeable) of the holders of the TIDES in the assets or
earnings and profits of Entercom were increased, and (ii) the adjustment was not
made pursuant to a bona fide, reasonable antidilution formula. An adjustment in
the conversion ratio will not be considered made pursuant to a bona fide,
reasonable antidilution formula if the adjustment is made to compensate for
certain taxable distributions with respect to the Class A common stock. Thus,
under some circumstances, a reduction in the conversion price of the debentures
may result in deemed dividend income to holders of TIDES to the extent of the
current and accumulated earnings and profits of Entercom. In this case, holders
of the TIDES would be required to include their allocable share of the amount of
the deemed dividend income in gross income but would not receive any cash
related thereto; instead, holders would increase their tax basis in their TIDES
by the amount includible in income.

INFORMATION REPORTING TO HOLDERS

The trust will report the interest paid or accrued, including original
issue discount, during the year with respect to the debentures and any gross
proceeds received by the trust from the retirement or redemption of the
debentures, annually to the holders of record of the TIDES and to the Internal
Revenue Service. The trust currently intends to deliver reports to holders of
record no later than January 31 following each calendar year. It is anticipated
that persons who hold TIDES as nominees for beneficial owners will report the
required tax information to beneficial owners on Form 1099.

BACKUP WITHHOLDING

Payments made on, and proceeds from the sale of the TIDES and any
debentures distributed by the trust may be subject to 31% Federal income tax
backup withholding unless the holder complies with specific identification
requirements or otherwise qualifies for an exemption. Backup withholding is not
an additional tax. Any withheld amounts will generally be refunded or credited
against the holder's Federal income tax liability, provided the required
information is timely filed with the Internal Revenue Service.

POSSIBLE TAX LAW CHANGES

Holders of TIDES should be aware that legislation has been proposed by the
Clinton Administration in the past that, if enacted, would have denied an
interest expense deduction to issuers of instruments such as the TIDES. While
legislation of this kind is not currently pending, there is no assurance that
similar legislation will not be ultimately enacted into law, or that other
developments will not occur on or after the date of this prospectus that would
adversely affect the tax treatment of the TIDES or the trust. Changes of this
kind could give rise to a Tax Event.

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock as of August 25, 1999 consists of:

(1) 200,000,000 shares of Class A common stock, of which 24,944,267 shares
are issued and outstanding;

(2) 75,000,000 shares of Class B common stock, of which 10,531,805 shares
are issued and outstanding;

(3) 50,000,000 shares of Class C common stock, of which 1,695,669 shares
are issued and outstanding; and

(4) 25,000,000 shares of preferred stock, none of which are issued or
outstanding.

We have 3,715,717 shares of Class A common stock reserved for issuance under our
1998 Equity Compensation Plan. We also have 1,850,000 shares of Class A common
stock reserved for issuance under our Employee Stock Purchase Plan.

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 the outstanding shares of Class A common stock,
Class B common stock and Class C 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 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:

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

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

(3) 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

(4) as required by law.

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The first two Class A directors were designated by our board of directors
and will serve until our next annual meeting of shareholders, when the holders
of the Class A common stock will elect the Class A directors. 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.

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. 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

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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 for the
series, if any;

- 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;

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

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. See "Business -- Federal Regulation
of Radio Broadcasting -- Ownership Matters."

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 a surprise proposal from a third party which 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 included in our amended and
restated articles of incorporation. However, you should refer to the actual
document. 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,

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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.

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.

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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.

TRANSFER AGENT AND REGISTRAR

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

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SHARES ELIGIBLE FOR FUTURE SALE

The market price of our stock could decline due to the large number of
shares eligible for public sale upon consummation of the Class A common stock
offering.

Upon completion of the Class A common stock offering, we will have
32,944,267 shares of Class A common stock, 10,531,805 shares of Class B common
stock and 1,695,669 shares of Class C common stock issued and outstanding,
assuming no exercise of the underwriter's over-allotment option. Of these
shares, 9,500,000 shares of Class A common stock sold in the Class A common
stock offering (plus any shares issued upon exercise of the underwriters'
over-allotment option), the 13,627,500 shares sold in our initial public
offering in January 1999 and approximately 300,000 shares of Class A common
stock sold into the public market since the initial public offering will be
freely transferable without restriction in the public market, except to the
extent that these shares have been acquired by our affiliates; resales of shares
acquired by affiliates are subject to restrictions under Rule 144 of the
Securities Act. In addition, upon conversion of the TIDES, the shares
of Class A common stock into which the TIDES are convertible will be freely
transferable without restriction in the public market, except to the extent that
those shares are acquired by our affiliates and are therefore subject to
restrictions under Rule 144. The remaining shares of Class A common stock and
all shares of Class B common stock and Class C common stock were issued in
reliance on exemptions from the registration requirements of the Securities Act,
and these shares are "restricted" securities under Rule 144. The number of
"restricted" shares available for sale in the public market is limited by the
restrictions under Rule 144, although as to shares held by persons who are not
our affiliates, many of those restrictions do not apply.

In connection with the Class A common stock offering, our directors,
members of senior management, Chase Capital and the selling shareholders have
agreed pursuant to lock-up agreements not to sell or otherwise dispose of shares
representing shares of Class A common stock, 10,531,805 shares of
Class B common stock and 1,695,669 shares of Class C common stock for a period
of 90 days after the date of the Class A common stock offering prospectus
without the prior written consent of Credit Suisse First Boston Corporation. The
restricted securities will generally be available for sale in the open market,
subject to the lock-up agreements and the applicable requirements of Rule 144.

In general, under Rule 144, as currently in effect, a shareholder (or
shareholders whose shares are aggregated) who has beneficially owned restricted
securities for at least one year (including persons who may be deemed
"affiliates" under Rule 144) is entitled to sell a number of shares within any
three-month period that does not exceed the greater of 1% of the then
outstanding shares of the class of common stock or the average weekly trading
volume of such stock during the four calendar weeks preceding such sale, subject
to certain manner of sale limitations. A shareholder who is deemed not to have
been an affiliate for at least three months prior to the date of sale and who
has beneficially owned restricted securities for at least two years would be
entitled to sell such shares under Rule 144 without regard to the volume or
manner of sale limitations described above.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement dated , 1999, we and the trust have agreed that the trust
shall sell to the underwriters named below, for whom Credit Suisse First Boston
Corporation, Deutsche Bank Securities Inc. and Banc of America Securities LLC
are acting as representatives, the following respective numbers of TIDES:

<TABLE>
<CAPTION>
Number
of TIDES
Underwriter ---------
<S> <C>
Credit Suisse First Boston Corporation......................
Deutsche Bank Securities Inc. ..............................
Banc of America Securities LLC .............................
Total................................................ 3,000,000
=========
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all of the TIDES in the offering if any are purchased, other than those
TIDES covered by the over-allotment option described below. The underwriting
agreement also provides that if an underwriter defaults, the purchase
commitments of non-defaulting underwriters may be increased or the offering of
the TIDES may be terminated.

Since the proceeds of the sale of the TIDES will be used by the trust to
purchase the debentures, the underwriting agreement provides that we will pay as
compensation to the underwriters a commission of $1.50 per each of the TIDES.

We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to 450,000 additional TIDES from us at the public offering price.
The option may be exercised only to cover any over-allotments of TIDES.

The underwriters propose to offer the TIDES initially at the public
offering price on the cover page of this prospectus and to selling group members
at a discount of up to $ per TIDES. The underwriters and selling group
members may allow a discount of $ per TIDES on sales to other
broker/dealers. After the initial public offering, the public offering price and
other selling terms may be changed by the representatives.

We estimate that our out of pocket expenses of the offering, excluding
commissions, will be approximately $ .

The trust, Entercom and Entercom's directors, officers and members of
senior management have agreed to not offer, sell, contract to sell, announce the
intention to sell, pledge or otherwise dispose of, directly or indirectly, or
file with the Commission a registration statement under the Securities Act
relating to, any additional TIDES or securities convertible into or exchangeable
or exercisable for TIDES or the debentures or any debt substantially similar to
the debentures or any equity security substantially similar to the TIDES or any
shares of our capital stock or publicly disclose the intention to make any such
offer, sale, pledge, disposition or filing, without the prior written consent of
Credit Suisse First Boston Corporation for a period of 90 days after the date of
this prospectus.

We and the trust have agreed to indemnify the underwriters against
liabilities under the Securities Act or contribute to payments which the
underwriters may be required to make in that respect.

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The TIDES are new securities for which there currently is no market. The
underwriters have advised us and the trust that they presently intend to make a
market in the TIDES as permitted by applicable law. The underwriters are not
obligated, however, to make a market in the TIDES and may discontinue such
market making at any time in their sole discretion. In addition, any such market
making activity will be subject to the limits imposed by the Securities Act and
the Exchange Act and may be limited during the pendency of the registration
statement of which this prospectus is a part. Accordingly, we cannot assure you
as to the development or liquidity of any market for the TIDES.

The representatives may engage in over-allotment, stabilizing transactions
and syndicate covering transactions in accordance with Regulation M under the
Exchange Act.

- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.

- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

- Syndicate covering transactions involve purchases of the TIDES in the
open market after the distribution has been completed in order to cover
syndicate short positions.

- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the TIDES originally sold by such syndicate
member are purchased in a syndicate covering transaction to cover
syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the TIDES to be higher than it would otherwise be in the
absence of such transactions. These transactions may be effected on The New York
Stock Exchange or otherwise and, if commenced, may be discontinued at any time.

The underwriters and their affiliates have provided financial services to
us in the past for which they received customary compensation. In addition,
Credit Suisse First Boston Corporation and Deutsche Bank Securities Inc. are
acting as underwriters in our concurrent offering of Class A common stock.

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NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the TIDES in Canada is being made only on a private
placement basis exempt from the requirement that we and the trust prepare and
file a prospectus with the securities regulatory authorities in each province
where trades of the TIDES are effected. Accordingly, any resale of the TIDES in
Canada must be made in accordance with applicable securities laws which will
vary depending on the relevant jurisdiction, and which may require resales to be
made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities regulatory
authority. Purchasers are advised to seek legal advice prior to any resale of
the TIDES.

REPRESENTATIONS OF PURCHASERS

Each purchaser of TIDES in Canada who receives a purchase confirmation will
be deemed to represent to us, the trust and the dealer from whom such purchase
confirmation is received that (1) the purchaser is entitled under applicable
provincial securities laws to purchase such TIDES without the benefit of a
prospectus qualified under such securities laws, (2) where required by law, that
the purchaser is purchasing as principal and not as agent and (3) the purchaser
has reviewed the text above under "Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of our directors and officers as well as the experts named herein and
the trust may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada upon
us, the trust or these persons. All or a substantial portion of our assets, the
assets of the trust and the assets of these persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
us, the trust or these persons in Canada or to enforce a judgment obtained in
Canadian courts against us, the trust or these persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of TIDES to whom the Securities Act (British Columbia) applies
is advised that the purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any TIDES acquired
by the purchaser pursuant to this offering. The report must be in the form
attached to British Columbia Securities Commission Blanket Order (BOR) #95/17, a
copy of which may be obtained from the Company. Only one report must be filed in
respect of TIDES acquired on the same date and under the same prospectus
exemption.

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TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of TIDES should consult their own legal and tax
advisers with respect to the tax consequences of an investment in the shares of
TIDES in their particular circumstances and with respect to the eligibility of
the shares of TIDES for investment by the purchaser under relevant Canadian
legislation.

143
<PAGE> 149

LEGAL MATTERS

Morris, Nichols, Arsht & Tunnell, special Delaware counsel to the trust and
Entercom, will pass on certain matters of Delaware law relating to the validity
of the TIDES. Latham & Watkins, Washington, D.C., will pass upon the validity of
the debentures and the Guarantee. Weil, Gotshal & Manges LLP, New York, New
York, will pass upon certain matters on behalf of the underwriters.

EXPERTS

Our financial statements as of September 30, 1997 and 1998 and for each of
the three years in the period ended September 30, 1998 included in this
prospectus and the related financial statement schedule included elsewhere in
the registration statement have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports appearing in this prospectus
and elsewhere in the registration statement (which reports expressed an
unqualified opinion and include an explanatory paragraph referring to the
restatement of our 1997 and 1998 consolidated financial statements), and have
been so included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

The combined financial statements of the Portland, Oregon and Rochester,
New York Radio Groups of Heritage Media Services, Inc. -- Broadcasting Segment
as of December 31, 1997 and for the eight month period ended August 31, 1997 and
the four month period ended December 31, 1997 included in this prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as stated
in their report appearing herein and have been so included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.

The combined financial statements of the Boston Radio Market of CBS Radio,
Inc. as of, and for the year ended December 31, 1997 included in this prospectus
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report appearing in this prospectus, and have been so included in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

The combined financial statements of Sinclair Broadcast Group, Inc. and
Subsidiaries-Radio Division for each of the two years in the period ended
December 31, 1998 and the seven month period ended December 31, 1996 and the
three month period ended March 31, 1999 included in this prospectus have been
audited by Arthur Andersen LLP, independent public accountants, as stated in
their report appearing herein, and have been so included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.

The combined statements of Heritage Media Services, Inc. -- Radio
Broadcasting Segment -- a Division of Heritage Media Corporation as of December
31, 1996 and 1997 for the year ended December 31, 1996 and for each of the eight
month period ended August 31, 1997 and four month period ended December 31, 1997
included in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as stated in their report appearing in this
prospectus, and have been so included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

144
<PAGE> 150

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a Registration Statement on Form S-1
regarding this offering. This prospectus, which is part of the registration
statement, does not contain all of the information included in the registration
statement, and you should refer to the registration statement and its exhibits
to read that information. References in this prospectus to any of our contracts
or other documents are not necessarily complete, and you should refer to the
exhibits attached to the registration statement for copies of the actual
contract or document. You may read and copy the registration statement, the
related exhibits and the other material we file with the Commission at the
Commission's public reference room in Washington, D.C. and at the Commission's
regional offices in Chicago, Illinois and New York, New York. You can also
request copies of those documents, upon payment of a duplicating fee, by writing
to the Commission. Please call the Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. The Commission also
maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers that file with the
Commission. The site's address is www.sec.gov. You may also request a copy of
these filings, at no cost, by writing or telephoning us as follows: Corporate
Secretary, Entercom Communications Corp., 401 City Avenue, Suite 409, Bala
Cynwyd, Pennsylvania 19004, (610) 660-5610.

145
<PAGE> 151

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
ENTERCOM COMMUNICATIONS CORP.
CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report........................... F-4
Balance Sheets as of September 30, 1997 and 1998....... F-5
Statements of Income for the Years Ended September 30,
1996, 1997 and 1998................................... F-7
Statement of Shareholders' Equity for the Years Ended
September 30, 1996, 1997 and 1998..................... F-9
Statements of Cash Flows for the Years Ended September
30, 1996, 1997 and 1998............................... F-10
Notes to the Consolidated Financial Statements for the
Years Ended September 30, 1996, 1997 and 1998......... F-11
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet as of December 31, 1998.................. F-31
Statements of Operations for the Three Months Ended
December 31, 1997 and 1998............................ F-32
Statements of Cash Flows for the Three Months Ended
December 31, 1997 and 1998............................ F-33
Notes to Condensed Consolidated Financial Statements... F-34
Balance Sheet as of June 30, 1999...................... F-38
Statement of Operations for the Six Months Ended June
30, 1999 and 1998..................................... F-40
Statements of Cash Flows for the Six Months Ended June
30, 1998 and 1999..................................... F-42
Notes to Condensed Consolidated Financial Statements... F-44
THE JUNE 1998 SEVEN-STATION SINCLAIR TRANSACTION
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING
SEGMENT
Report of Independent Public Accountants............... F-48
Combined Balance Sheet as of December 31, 1997......... F-49
Combined Statements of Operations for the Eight Months
Ended August 31, 1997 (Predecessor) and for the Four
Months Ended December 31, 1997........................ F-50
Combined Statements of Stockholders' Equity for the
Eight Months Ended August 31, 1997 (Predecessor) and
for the Four Months Ended December 31, 1997........... F-51
Combined Statements of Cash Flows for the Eight Months
Ended August 31, 1997 (Predecessor) and for the Four
Months Ended December 31, 1997........................ F-52
Notes to Combined Financial Statements................. F-53
</TABLE>

F-1
<PAGE> 152

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Unaudited Financial Statements:
Combined Balance Sheets as of December 31, 1997
(Predecessor) and March 31, 1998 (unaudited).......... F-60
Combined Statements of Operations for the Three Months
Ended March 31, 1997 (Predecessor), the Two Months
Ended February 28, 1998 (Predecessor) and the One
Month Ended March 31, 1998 (unaudited)................ F-61
Combined Statements of Cash Flows for the Three Months
Ended March 31, 1997 (Predecessor), the Two Months
Ended February 28, 1998 (Predecessor) and the One
Month Ended March 31, 1998 (unaudited)................ F-62
Notes to Unaudited Combined Financial Statements....... F-63
THE CBS -- BOSTON TRANSACTION
THE BOSTON RADIO MARKET OF CBS RADIO, INC.
Independent Auditors' Report........................... F-65
Combined Balance Sheets as of December 31, 1997 and
September 30, 1998 (Unaudited)........................ F-66
Combined Statements of Operations and Equity for the
Year Ended December 31, 1997 and for the Nine-Month
Periods Ended September 30, 1997 and 1998
(Unaudited)........................................... F-67
Combined Statements of Cash Flows for the Year Ended
December 31, 1997 and for the Nine-Month Periods Ended
September 30, 1997 and 1998 (Unaudited)............... F-68
Notes to Combined Financial Statements................. F-69
THE SINCLAIR ACQUISITION
THE SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES --
RADIO DIVISION
Report of Independent Public Accountants............... F-75
Consolidated Balance Sheets as of December 31, 1997 and
1998 and March 31, 1999............................... F-76
Consolidated Statements of Operations for the Seven
Months Ended December 31, 1996, and the Years Ended
December 31, 1997 and 1998, and the Three Months Ended
March 31, 1999........................................ F-77
Consolidated Statements of Stockholders' Equity for the
Seven Months Ended December 31, 1996, and the Year
Ended December 31, 1997 and 1998 and the Three Months
Ended March 31, 1999.................................. F-78
Consolidated Statements of Cash Flows for the Seven
Months Ended December 31, 1996, and the Years Ended
December 31, 1997 and 1998 and the Three Months Ended
March 31, 1999........................................ F-79
Notes to Consolidated Financial Statements............. F-80
</TABLE>

F-2
<PAGE> 153

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Unaudited Financial Statements
Unaudited Consolidated Balance Sheets as of December
31, 1998 and June 30, 1999............................ F-92
Unaudited Consolidated Statements of Operations for the
Six Months Ended June 30, 1998 and 1999............... F-93
Unaudited Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1998 and 1999............... F-94
Notes to Unaudited Consolidated Financial Statements... F-95
HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING
SEGMENT -- A DIVISION OF HERITAGE MEDIA CORPORATION
Report of Independent Public Accountants............... F-98
Combined Balance Sheets as of December 31, 1997 and
1996 (Predecessor).................................... F-99
Combined Statements of Operations for the Four Months
Ended December 31, 1997, the Eight Months Ended August
31, 1997 (Predecessor) and the year Ended December 31,
1996 (Predecessor).................................... F-100
Combined Statements of Stockholders' Equity for the
Year Ended December 31, 1996 (Predecessor), the Eight
Months Ended August 31, 1997 (Predecessor) and the
Four Months Ended December 31, 1997................... F-101
Combined Statements of Cash Flows for the Four Months
Ended December 31, 1997, the Eight Months Ended August
31, 1997 (Predecessor) and the Year Ended December 31,
1996 (Predecessor).................................... F-102
Notes to Combined Financial Statements................. F-103
</TABLE>

F-3
<PAGE> 154

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Entercom Communications Corp.:

We have audited the accompanying consolidated balance sheets of Entercom
Communications Corp. (formerly Entertainment Communications, Inc.) and
subsidiaries (the "Company") as of September 30, 1997 and 1998, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended September 30, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Entercom Communications Corp.
and subsidiaries at September 30, 1997 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 1998 in conformity with generally accepted accounting principles.

As discussed in Note 14 to the consolidated financial statements, the
accompanying consolidated financial statements for the years ended September 30,
1997 and 1998 have been restated.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
December 31, 1998
(January 26, 1999 as to Notes 10 and 13)

F-4
<PAGE> 155

ENTERCOM COMMUNICATIONS CORP.

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND 1998
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
(AS RESTATED,
SEE NOTE 14)
SEPTEMBER 30,
--------------------
1997 1998
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note 2)..................... $ 3,626 $ 6,666
Accounts receivable (net of allowance for doubtful
accounts of $292 in 1997 and $367 in 1998).......... 24,796 32,524
Prepaid expenses and deposits.......................... 1,691 5,303
Station acquisition deposits........................... 4,957 344
Income tax deposit..................................... 490 978
Assets held for sale (Note 9).......................... 5,310
-------- --------
Total current assets................................ 35,560 51,125
-------- --------
PROPERTY AND EQUIPMENT -- At cost (Note 2):
Land, land easements and land improvements............. 4,584 5,954
Building............................................... 2,454 3,939
Equipment.............................................. 22,784 31,979
Furniture and fixtures................................. 5,064 7,115
Leasehold improvements................................. 1,047 3,362
-------- --------
35,933 52,349
Accumulated depreciation............................... (8,158) (9,679)
-------- --------
27,775 42,670
Capital improvements in progress....................... 1,379 387
-------- --------
Net property and equipment.......................... 29,154 43,057
-------- --------
RADIO BROADCASTING LICENSES AND OTHER INTANGIBLES:
Net of accumulated amortization of $6,307 in 1997 and
$14,265 in 1998 (Notes 2, 3, and 4)................. 295,419 424,716
DEFERRED CHARGES AND OTHER ASSETS -- Net (Notes 2, 3 and
5)..................................................... 4,610 4,047
-------- --------
TOTAL.................................................... $364,743 $522,945
======== ========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 156

ENTERCOM COMMUNICATIONS CORP.

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND 1998
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
(AS RESTATED,
SEE NOTE 14)
SEPTEMBER 30,
------------------- SEPTEMBER 30,
1997 1998 PRO FORMA
-------- -------- -------------
(NOTE 1)
(UNAUDITED)
<S> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 7,128 $ 10,919 $ 10,919
Accrued liabilities:
Salaries............................................... 2,422 4,052 4,052
Interest............................................... 109 1,114 1,114
Taxes other than income................................ 69 189 189
Barter (Note 2)........................................ 5 18 18
Corporate state income taxes (Note 2)..................... 323 459 459
Senior debt -- current.................................... 10 10
-------- -------- --------
Total current liabilities............................ 10,056 16,761 16,761
SENIOR DEBT -- Noncurrent (Note 6A)......................... 117,000 253,774 270,918
CONVERTIBLE SUBORDINATED NOTE (Note 6D) Note payable........ 25,000 25,000 25,000
Accrued interest.......................................... 2,427 4,352 4,352
Cumulative adjustment to reflect indexing of convertible
subordinated note...................................... 29,070 37,911 37,911
-------- -------- --------
Total convertible subordinated note.................. 56,497 67,263 67,263
DEFERRED TAX LIABILITY...................................... 82,138
MINORITY INTEREST IN EQUITY OF PARTNERSHIP (Notes 2 and
8)........................................................ 2,171 2,177 2,177
-------- -------- --------
Total liabilities.................................... 185,724 339,975 439,257
-------- -------- --------
COMMITMENTS AND CONTINGENCIES (Note 9)
SHAREHOLDERS' EQUITY (Note 10):
Preferred stock $.01 par value; authorized 25,000,000
shares; none issued Class A common stock $.01 par
value; voting; authorized 200,000,000 shares; issued
and outstanding 11,002,194 shares...................... 110 110 110
Class B common stock $.01 par value; voting; authorized
75,000,000 shares; issued and outstanding 10,531,805
shares................................................. 105 105 105
Class C common stock $.01 par value; nonvoting; authorized
25,000,000 shares; none issued
Additional paid-in capital................................ 86,655
Retained earnings......................................... 178,804 182,755
-------- -------- --------
Total shareholders' equity........................ 179,019 182,970 86,870
-------- -------- --------
TOTAL............................................. $364,743 $522,945 $526,127
======== ======== ========
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE> 157

ENTERCOM COMMUNICATIONS CORP.

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
--------------------------------------
(AS RESTATED, SEE NOTE 14)
1996 1997 1998
------- ------------ -----------
<S> <C> <C> <C>
NET REVENUES........................................... $48,675 $ 93,862 $132,998
OPERATING EXPENSES:
Station operating expenses........................... 31,659 61,280 88,599
Depreciation and amortization........................ 2,960 7,685 13,066
Corporate general and administrative expenses........ 2,872 3,249 4,527
Net expense (income) from time brokerage
agreement fees.................................... (879) (476) 2,399
------- --------- --------
Total operating expenses............................. 36,612 71,738 108,591
------- --------- --------
OPERATING INCOME....................................... 12,063 22,124 24,407
OTHER EXPENSE (INCOME):
Interest expense (Note 6)............................ 5,196 11,388 14,663
Adjustment to reflect indexing of the convertible
subordinated note (Note 6D)....................... 29,070 8,841
Interest income...................................... (95) (482) (410)
Other nonoperating expense........................... 28 1,986 82
Gains on sale of assets and other.................... (119) (197,097) (8,661)
------- --------- --------
Total other expense (income)......................... 5,010 (155,135) 14,515
------- --------- --------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM...... 7,053 177,259 9,892
INCOME TAXES........................................... 274 489 453
------- --------- --------
INCOME BEFORE EXTRAORDINARY ITEM....................... 6,779 176,770 9,439
EXTRAORDINARY ITEM:
Debt extinguishment (net of taxes of $23, and $25 in
1996 and 1998, respectively) (Note 6)................ 539 2,376
------- --------- --------
NET INCOME............................................. $ 6,240 $ 176,770 $ 7,063
======= ========= ========
PRO FORMA DATA (UNAUDITED)
PRO FORMA NET INCOME DATA:
Income before income taxes and extraordinary item.... $ 7,053 $ 177,259 $ 9,892
Pro forma income taxes (Note 1)...................... 2,680 78,405 7,119
------- --------- --------
Pro forma income before extraordinary item........... 4,373 98,854 2,773
Extraordinary item, net of pro forma taxes........... 348 1,488
------- --------- --------
PRO FORMA NET INCOME................................... $ 4,025 $ 98,854 $ 1,285
======= ========= ========
</TABLE>

F-7
<PAGE> 158

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
--------------------------------------
(AS RESTATED, SEE NOTE 14)
1996 1997 1998
------- ------------ -----------
<S> <C> <C> <C>
PRO FORMA EARNINGS PER SHARE (Note 1):
Basic:
Pro forma earnings before extraordinary item...... $ 0.20 $ 4.59 $ 0.12
Extraordinary item, net of pro forma taxes........ 0.01 0.06
------- --------- --------
Pro forma earnings per share...................... $ 0.19 $ 4.59 $ 0.06
======= ========= ========
Diluted:
Pro forma earnings before extraordinary items..... $ 0.20 $ 4.59 $ 0.12
Extraordinary item, net of pro forma taxes........ 0.01 0.06
------- --------- --------
Pro forma earnings per share...................... $ 0.19 $ 4.59 $ 0.06
======= ========= ========
WEIGHTED AVERAGE SHARES:
Basic................................................ 21,534 21,534 22,239
Diluted.............................................. 21,534 21,534 22,239
</TABLE>

See notes to consolidated financial statements.

F-8
<PAGE> 159

ENTERCOM COMMUNICATIONS CORP.

STATEMENT OF SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON STOCK
--------------------------------------------------------------------------------
NONVOTING VOTING CLASS A CLASS B ADDITIONAL
---------------- ---------------- -------------------- ------------------- PAID-IN
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL
------- ------ ------- ------ ----------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, October 1, 1995, as
originally reported......... 46,260 $ 2 80,580 $ 4 $ 710
Adjustment for the change in
capitalization (Note 13).... (46,260) (2) (80,580) (4) 12,935,594 129 10,531,805 105 (228)
------- --- ------- --- ----------- ---- ---------- ---- -----
Balance, October 1, 1995, as
adjusted.................... 12,935,594 129 10,531,805 105 482
Net income for the year.......
Dividends.....................
------- --- ------- --- ----------- ---- ---------- ---- -----
Balance, September 30, 1996
(as restated)............... 12,935,594 129 10,531,805 105 482
Retirement of treasury
stock....................... (1,933,400) (19) (482)
Net income for the year (as
restated)...................
Dividends.....................
------- --- ------- --- ----------- ---- ---------- ---- -----
Balance, September 30, 1997
(as restated)............... 11,002,194 110 10,531,805 105
Net income for the year (as
restated)...................
Dividends.....................
------- --- ------- --- ----------- ---- ---------- ---- -----
Balance, September 30, 1998
(as restated)............... $ $ 11,002,194 $110 10,531,805 $105 $
======= === ======= === =========== ==== ========== ==== =====

TREASURY STOCK AT COST
----------------------------------------------------
RETAINED NONVOTING VOTING CLASS A
EARNINGS SHARES SHARES SHARES AMOUNT TOTAL
-------- --------- ------ ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, October 1, 1995, as
originally reported......... $ 1,155 2,610 7,830 $(1,044) $ 827
Adjustment for the change in
capitalization (Note 13).... (2,610) (7,830) 1,931,400
-------- ------ ------ ---------- ------- --------
Balance, October 1, 1995, as
adjusted.................... 1,155 1,931,400 (1,044) 827
Net income for the year....... 6,240 6,240
Dividends..................... (1,988) (1,988)
-------- ------ ------ ---------- ------- --------
Balance, September 30, 1996
(as restated)............... 5,407 1,931,400 (1,044) 5,079
Retirement of treasury
stock....................... (543) (1,931,400) 1,044
Net income for the year (as
restated)................... 176,770 176,770
Dividends..................... (2,830) (2,830)
-------- ------ ------ ---------- ------- --------
Balance, September 30, 1997
(as restated)............... 178,804 179,019
Net income for the year (as
restated)................... 7,063 7,063
Dividends..................... (3,112) (3,112)
-------- ------ ------ ---------- ------- --------
Balance, September 30, 1998
(as restated)............... $182,755 $ $182,970
======== ====== ====== ========== ======= ========
</TABLE>

See notes to consolidated financial statements.

F-9
<PAGE> 160

ENTERCOM COMMUNICATIONS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
--------------------------------------
(AS RESTATED, SEE NOTE 14)
1996 1997 1998
-------- ---------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income................................................ $ 6,240 $ 176,770 $ 7,063
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 2,960 7,685 13,066
Extraordinary items..................................... 562 2,401
Gains on dispositions and exchanges of assets........... (119) (197,097) (8,661)
Interest accrued........................................ 643 1,785 1,925
Adjustment to reflect indexing of the convertible
subordinated note (Note 6D)........................... 29,070 8,841
Changes in assets and liabilities which provided (used)
cash: Accounts receivable............................. (3,336) (11,798) (7,728)
Prepaid expenses........................................ (150) (956) (101)
Accounts payable, accrued liabilities and corporate
state income taxes.................................... 4,048 1,463 6,695
Minority interest....................................... (21) 1,910 6
Income tax deposit...................................... 1,946 27 (488)
-------- --------- ---------
Net cash provided by operating activities............ 12,773 8,859 23,019
-------- --------- ---------
INVESTING ACTIVITIES:
Additions to property and equipment....................... (1,493) (4,373) (11,183)
Proceeds from sale of property and equipment, intangibles
and other assets........................................ 560 3,750 9,724
Proceeds from exchanges of radio stations................. 72,200 3,132
Payments for exchanges of radio stations.................. (5,304) (306)
Purchases of radio station assets (Note 3)................ (91,519) (74,498) (152,791)
Deferred charges and other assets......................... (4,050) (644) (3,329)
Station acquisition deposits.............................. (4,826) 1,102
-------- --------- ---------
Net cash used in investing activities................ (96,502) (13,695) (153,651)
-------- --------- ---------
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt.................. 137,500 20,000 277,286
Payments of long-term debt................................ (48,055) (14,000) (140,502)
Dividends paid............................................ (1,988) (2,830) (3,112)
-------- --------- ---------
Net cash provided by financing activities............ 87,457 3,170 133,672
-------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 3,728 (1,666) 3,040
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................ 1,564 5,292 3,626
-------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR...................... $ 5,292 $ 3,626 $ 6,666
======== ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION --
Cash paid during the period for:
Interest................................................ $ 3,688 $ 10,203 $ 11,541
======== ========= =========
Income taxes............................................ $ 148 $ 211 $ 293
======== ========= =========
</TABLE>

Supplemental Disclosures of Noncash Investing and Financing Activities --

In connection with the radio station exchange transactions completed by the
Company, the noncash portion of assets recorded was $127,000 for the year ended
September 30, 1997 and $22,500 for the year ended September 30, 1998.

See notes to consolidated financial statements.

F-10
<PAGE> 161

ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1996, 1997 AND 1998

1. BASIS OF PRESENTATION AND ORGANIZATION

OPERATIONS -- Entercom Communications Corp. (formerly Entertainment
Communications, Inc.) (the "Company") is principally engaged in the management
and operation of radio broadcast stations throughout the United States. The
Company owns or operates three or more radio stations in the following markets:
Boston, Seattle, Portland, Sacramento, Kansas City and Rochester.

UNAUDITED PRO FORMA ADJUSTMENTS -- The Company intends to offer shares of
its Class A Common Stock to the public during 1999 (the "Offering"). Just prior
to the effective date of the Offering, the Company will terminate its status as
an S Corporation. At that time, the Company will be required to provide deferred
income taxes for cumulative temporary differences between financial statement
and income tax bases of the Company's assets and liabilities. At September 30,
1998, a deferred tax liability of $82.1 million has been reflected in the pro
forma balance sheet presented. In addition, a deferred tax asset of $3.2 million
would have been established.

In addition, the S Corporation shareholders will receive distributions of
approximately $1.0 million prior to, and approximately $88.1 million subsequent
to the effective date of the Offering. Of these amounts, $1.0 million relates to
income tax liabilities attributable to the S Corporation shareholders' share of
the Company's taxable income for the year ended September 30, 1998, $16.1
million relates to taxed but undistributed income as of September 30, 1998,
$70.2 million relates to taxable gains from transactions occurring subsequent to
September 30, 1998 and $1.6 million relates to the estimated taxable income from
operations for the period from October 1, 1998 to January 31, 1999. Only those
distributions (totaling approximately $17.1 million) related to transactions
occurring prior to October 1, 1998 have been reflected for purposes of the
unaudited pro forma balance sheet presented with the accompanying consolidated
financial statements. Of the $88.1 million to be distributed subsequent to the
effective date of the Offering, $0.2 million will be paid to the S Corporation
shareholders for their estimated income taxes on the income of the Company for
its 1999 fiscal year; payment of the balance is conditional on the successful
completion of the Offering.

The unaudited pro forma net income data reflect adjustments for income
taxes as if the Company had been subject to federal and state income taxes based
upon a pro forma effective tax rate of 38% applied to income before income taxes
excluding the effect of adjustment to reflect indexing of convertible
subordinated note (as such adjustment is not tax deductible) of $29.1 million
and $8.8 million for the years ending September 30, 1997 and 1998, respectively.
(See Note 6(D)).

PRO FORMA EARNINGS PER SHARE -- Pro forma earnings per share is calculated
in accordance with Statement of Financial Accounting Standards No. 128 and, as
such, is based on the weighted average number of shares of Common Stock
outstanding and dilutive common equivalent shares from convertible debt (using
the if-converted method). For the years ended September 30, 1996, 1997 and 1998,
the effect of the conversion of the convertible subordinated note was
antidilutive.

F-11
<PAGE> 162
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES

INCOME TAX STATUS -- The shareholders of the Company elected to change the
tax status of the Company from a C Corporation to an S Corporation beginning
October 1, 1987 for federal and certain state income tax purposes. For certain
other states for which an S Corporation election has not been made, the Company
incurs state income taxes.

The shareholders' election to be taxed as an S Corporation relieves the
Company of the obligation to pay federal and certain state corporate income
taxes but results in shareholders being directly liable for payment of such
income taxes on their pro rata share of the Company's taxable income, including
taxable income which has been deferred as a result of the Company's use of
different accounting methods for financial reporting and income tax reporting.

PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of the Company, its limited partnership interest
and its subsidiaries, all of which are wholly-owned. All intercompany
transactions and balances have been eliminated in consolidation.

MANAGEMENT'S USE OF ESTIMATES -- The preparation of consolidated financial
statements, in accordance with generally accepted accounting principles,
requires the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and the disclosure of contingent assets and
liabilities, as of the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

DEPRECIATION -- Depreciation is determined on a straight-line basis. The
estimated useful lives for depreciation are as follows:

<TABLE>
<S> <C>
Land improvements........................................... 10 years
Building.................................................... 20 years
Equipment................................................... 5-20 years
Furniture and fixtures...................................... 5-10 years
Leasehold improvements...................................... Various
</TABLE>

REVENUE RECOGNITION -- Revenue from the sale of commercial broadcast time
to advertisers is recognized when the commercials are broadcast. Promotional
fees are recognized as services are rendered.

CONCENTRATION OF CREDIT RISK -- The Company's revenues and accounts
receivable relate primarily to the sale of advertising within the radio
stations' broadcast areas. Credit is extended based on an evaluation of the
customers' financial condition, and generally, collateral is not required.
Credit losses are provided for in the financial statements and consistently have
been within management's expectations. The Company also maintains deposit
accounts with financial institutions. At times, such deposits may exceed FDIC
insurance limits.

F-12
<PAGE> 163
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ADVERTISING COSTS -- Advertising costs are expensed as incurred and
approximated $4.3 million, $6.0 million and $6.6 million for the fiscal years
ended September 30, 1996, 1997 and 1998, respectively.

RADIO BROADCASTING LICENSES AND OTHER INTANGIBLES -- Broadcasting licenses
and other intangibles are being amortized on a straight-line basis over 40
years.

LONG-LIVED ASSETS -- In accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of",
the Company evaluates the recoverability of its long-lived assets which include
broadcasting licenses, other intangibles, deferred charges, and other assets
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. If indications are that the carrying amount of the asset
is not recoverable, the Company will estimate the future cash flows expected to
result from use of the asset and its eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the asset, the Company recognizes an impairment
loss. The impairment loss recognized is measured as the amount by which the
carrying amount of the asset exceeds its fair value.

DEFERRED CHARGES -- The Company defers and amortizes debt issuance costs
and leasehold premiums over the term of the debt and life of the lease,
respectively.

NET EXPENSE (INCOME) FROM TIME BROKERAGE AGREEMENT ("TBA") FEES -- Net
expense (income) from TBA fees consist of fees paid by or earned by the Company
under agreements which permit an acquirer to program and market stations prior
to acquisition. The Company sometimes enters into such agreements prior to the
consummation of station acquisitions or dispositions. Under the TBAs relating to
the Company's acquisitions, the expense from TBA fees was approximately $0.4
million, $2.2 million and $2.5 million for the years ended September 30, 1996,
1997 and 1998, respectively. Under the TBAs relating to the Company's
dispositions, the income from TBA fees was approximately $1.2 million, $2.7
million and $0.1 million for the years ended September 30, 1996, 1997 and 1998,
respectively. Amounts reflected in net revenues and station operating expenses
from operations under TBAs, excluding expense (income) from TBA fees, were
approximately $2.4 million and $1.3 million, $12.3 million and $9.0 million, and
$7.8 million and $5.0 million for the years ended September 30, 1996, 1997 and
1998, respectively.

BARTER TRANSACTIONS -- The Company provides advertising broadcast time in
exchange for certain products, supplies and services. The terms of the exchanges
generally permit the Company to preempt such broadcast time in favor of
advertisers who purchase time on regular terms. The Company includes the value
of such exchanges in both broadcasting revenues and operating costs and
expenses. Barter valuation is based upon management's estimate of the fair value
of the products, supplies and services received. For the years ended September
30, 1996, 1997 and 1998, barter transactions amounted to approximately $632,000,
$822,000 and $1,043,000, respectively. The Company accrues as a liability the
amount by which the value of broadcasting time to be provided exceeds the value
of products, supplies and services to be received. At September 30, 1996, 1997
and 1998, such amounts were approximately $120,000, $5,000 and $19,000,
respectively.

F-13
<PAGE> 164
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CASH AND CASH EQUIVALENTS -- Cash and cash equivalents consist primarily of
amounts held on deposit with financial institutions in immediately available
money market accounts.

DERIVATIVE FINANCIAL INSTRUMENTS -- The Company uses derivative financial
instruments, including interest rate exchange agreements ("Swaps") and interest
rate cap agreements ("Caps"), to manage its exposure to fluctuations in interest
rates. Swaps and Caps are matched with debt and periodic cash payments and are
accrued on a net basis as an adjustment to interest expense. Any fees associated
with these instruments are amortized over their term.

RECENT ACCOUNTING PRONOUNCEMENTS -- In February 1997, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standard ("SFAS") No. 128, "Earnings per Share", which was effective for the
Company beginning October 1, 1997. SFAS No. 128 establishes standards for
computing and presenting earnings per share ("EPS") and applies to entities with
publicly held common stock or potential common stock. It replaces the
presentation of primary EPS with a presentation of basic EPS and requires the
dual presentation of basic and diluted EPS on the face of the income statement.
This statement requires restatement of all prior period EPS data presented. For
the years ended September 30, 1996, 1997 and 1998 the effect of the conversion
of convertible debt was antidilutive. The Board of Directors has declared,
contingent upon the successful completion of the Company's initial public
offering of its common stock, certain dividends to be payable to the S
Corporation shareholders. Of these dividends, approximately $17.1 million is
attributable to the undistributed taxable income of the Company prior to October
1, 1998. This amount exceeds the Company's earnings for the year ended September
30, 1998 by approximately $15.9 million. The weighted average outstanding shares
have been increased by 705,000 shares, which represent the number of shares
which, when multiplied by an offering price of $22.50 per share, would be
sufficient to replace the capital in excess of the current years earnings which
is proposed to be distributed to the S Corporation shareholders.

In June 1998, the FASB issued SFAS No. 133 entitled "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
"derivatives") and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
Management has not yet determined what effect, if any, this statement will have
on the Company.

RECLASSIFICATIONS -- Certain reclassifications have been made to the
consolidated financial statements for the years ended September 30, 1996 and
1997 in order to conform to the current year presentation.

3. ACQUISITIONS AND OTHER SIGNIFICANT TRANSACTIONS

During each of the periods presented the Company consummated acquisitions
of radio stations. All of these acquisitions were accounted for under the
purchase method of accounting (unless otherwise noted below), and the purchase
prices, including transaction

F-14
<PAGE> 165
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

costs, were allocated to the assets based upon their respective fair values as
determined by independent appraisal as of the purchase dates. Gains on exchange
transactions are determined based on the excess of the fair value of the station
assets acquired, as determined by an independent appraisal, plus any cash
received, over the Company's carrying basis in the station assets exchanged,
plus cash paid by the Company, all less transaction costs.

1996 ACQUISITIONS

The Company completed a three party Asset Purchase Agreement on August 1,
1996, whereby the Company acquired WAXQ-FM, New York City, from GAF Corporation
for a cash purchase price of $90 million and simultaneously exchanged WAXQ-FM
and $1.2 million in cash to Viacom, Inc. for all of Viacom's broadcast assets of
three radio stations, KBSG-FM, KBSG-AM and KNDD-FM, and two tower facilities,
all serving the Seattle, Washington radio market. The Company incurred
approximately $319,000 in transaction costs related to the acquisition.
Broadcasting licenses and other intangibles totaling approximately $87.5 million
were recorded in connection with this transaction.

1997 ACQUISITIONS

On March 27, 1997, the Company acquired the assets of KMBZ-AM, KYYS-FM
(formerly KLTH-FM), KCMO-AM and KCMO-FM, serving the Kansas City, Kansas/
Missouri radio market, from Bonneville International Corporation and Bonneville
Holding Corporation (collectively referred to hereafter as "Bonneville") for a
purchase price of $35.0 million. The Company also acquired the assets of
KIRO-AM, KIRO-FM and KNWX-AM, serving the Seattle, Washington radio market, from
KIRO, Inc., a wholly owned subsidiary of Bonneville International Corporation
("KIRO") for a purchase price of $60.0 million. As consideration for the assets
received, the Company transferred the assets of KLDE-FM serving the Houston,
Texas radio market, plus $5.0 million, to Bonneville and KIRO resulting in a
gain of $88.7 million. The Company incurred transaction costs of $246,000
related to these acquisitions. Broadcasting licenses and other intangibles in
the amount of $85.8 million were recorded in connection with these transactions.

On April 28, 1997, the Company acquired the assets of KEDO-AM and KLYK-FM,
serving the Longview/Kelso, Washington radio market, for $1.8 million from
Longview Broadcasting Company and Premier Development Company. The Company
incurred transaction costs of $38,000 related to these acquisitions.
Broadcasting licenses and other intangibles in the amount of $733,000 were
recorded in connection with this transaction.

On May 30, 1997, the Company completed an Asset Exchange Agreement with
Nationwide Communications, Inc. ("Nationwide") and Secret Communications, LP
("Secret"). In this three party agreement, in exchange for the transfer to
Secret of the Company's two FM radio stations in Pittsburgh, WDSY and WNRQ, the
Company received Nationwide's FM radio station in Seattle, KISW, plus $32.5
million, resulting in a gain of $43.9 million. Broadcasting licenses and other
intangibles in the amount of $12.1 million were recorded in connection with this
transaction. The total purchase price of this transaction was $47.0 million.
F-15
<PAGE> 166
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On May 30, 1997, the Company acquired the assets of KLOU-FM, serving the
St. Louis, Missouri radio market, from Group W Broadcasting, Inc., plus $39.7
million, in exchange for the assets of KITS-FM, resulting in a gain of $61.2
million. The Company incurred transaction costs of $58,000 related to this
acquisition. Broadcasting licenses and other intangibles in the amount of $21.6
million were recorded in connection with this transaction. The total purchase
price of this transaction was $62.2 million.

On June 3, 1997, the Company acquired the assets of KDND-FM (formerly
KXOA-FM), serving the Sacramento, California radio market, from American Radio
Systems Corporation for $27.2 million. The Company incurred transaction costs of
$192,000 related to this acquisition. Broadcasting licenses and other
intangibles in the amount of $26.9 million were recorded in connection with this
transaction.

On June 4, 1997, the Company acquired the assets of KRXQ-FM and KSEG-FM,
serving the Sacramento, California radio market, from Citicasters Co. for $45.0
million. The Company incurred transaction costs of $268,000 related to these
acquisitions. Broadcasting licenses and other intangibles in the amount of $40.7
million were recorded in connection with this transaction.

1998 ACQUISITIONS

On November 26, 1997, the Company acquired the assets of KSSJ-FM (formerly
KBYA-FM), serving the Sacramento, California radio market, from Susquehanna
Radio Corp., KTHX License Investment Co. and KTHX Radio Inc. for $15.9 million.
The Company incurred transaction costs of $87,000 related to this acquisition.
Broadcasting licenses and other intangibles in the amount of $15.8 million were
recorded in connection with this transaction.

On January 1, 1998, the Company acquired the assets of KCTC-AM, serving the
Sacramento, California radio market, from ARS for $4.0 million. The Company
incurred transaction costs of $13,000 related to this acquisition. Broadcasting
licenses and other intangibles in the amount of $2.7 million were recorded in
connection with this transaction.

On January 1, 1998, the Company acquired the assets of KUDL-FM and WDAF-AM,
serving the Kansas City, Kansas/Missouri radio market from ARS. As consideration
for the assets received, which included the receipt of $7.1 million in cash from
ARS, the Company transferred the assets of KLOU-FM, serving the St. Louis radio
market, to ARS resulting in a gain of $300,000. The Company incurred transaction
costs of $294,000 related to this acquisition. Broadcasting licenses and other
intangibles in the amount of $12.8 million were recorded in connection with this
transaction. The total purchase price of this transaction was $15.4 million.

On May 7, 1998, the Company acquired the assets of WSKY-FM (formerly
WRRX-FM), serving the Gainesville/Ocala, Florida radio market, from Gator
Broadcasting Co. for $2.0 million. The Company incurred transaction costs of
$66,000 related to this acquisition. Broadcasting licenses and other intangibles
in the amount of $1.7 million were recorded in connection with this transaction.

F-16
<PAGE> 167
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On May 15, 1998, the Company acquired the assets of KBAM-AM and KRQT-FM,
serving the Longview, Washington radio market, from Armak Broadcasters Inc. for
$1.0 million. The Company incurred transaction costs of $43,000 related to this
acquisition. Broadcasting licenses and other intangibles in the amount of
$350,000 were recorded in connection with this transaction.

On June 19, 1998, the Company acquired from Sinclair Broadcast Group the
assets of KKSN-AM, KKSN-FM, and KKRH-FM, all serving the Portland, Oregon radio
market, and WBEE-FM, WBBF-FM (formerly WKLX-FM), WQRV-FM and WEZO-AM (formerly
WBBF-AM) all serving the Rochester, New York radio market. The purchase price
for the stations was $126.5 million. The Company began operations at these
stations on March 1, 1998 under a TBA. The Company incurred transaction costs of
$494,000 related to this acquisition. Broadcasting licenses and other
intangibles in the amount of $121.3 million were recorded in connection with
this transaction.

On August 13, 1998 the Company acquired from Capital Broadcasting, Inc. the
assets and rental leases used in connection with the operation of a tower
facility serving the Kansas City, Kansas/Missouri radio market for a purchase
price of $2.0 million.

On September 16, 1998, the Company completed an agreement with American
Radio Systems, Inc. and American Radio Systems License Corp. (collectively
referred to as "ARS") to exchange certain assets used in the operation of radio
stations serving the Sacramento radio market. ARS provided KRAK-FM's license and
transmission facility to the Company in exchange for KRXQ's license and
transmission facility and $4.5 million. Each of the stations retained its own
call letters, programming format and studio and office property and equipment,
and the parties provided each other with reciprocal covenants against
programming competition on the respective frequencies for a period of two years.
ARS also transferred the intellectual property comprising program format for use
by the Company on its recently acquired KBYA-FM in that market. The transaction
was accounted for as a nonmonetary exchange of similar productive assets and no
gain or loss was recognized. The assets received were recorded at the historical
cost of the assets surrendered plus the $3.8 million paid to ARS. In a related
transaction the Company sold the KRXQ-FM transmitter site, including broadcast
tower facilities, to ARS for $750,000, resulting in a loss of $34,000.

OTHER TRANSACTIONS

On March 6, 1996, the Company sold all of the assets of KMTT-AM, Tacoma,
Washington, including assignment of the FCC license, to Southwave Wireless
Communications, Inc. LLC for a cash purchase price of $500,000, resulting in a
gain of approximately $140,000.

On December 6, 1996, the Company sold certain assets of KEGE-AM, Richfield,
Minnesota, including assignment of the FCC license, to Salem Media of Minnesota,
Inc. for $3.0 million, resulting in a gain of approximately $2.6 million.

On February 6, 1997, the Company sold all of the assets of WDSY-AM,
Pittsburgh, Pennsylvania, including assignment of the FCC license, to Mortenson
Broadcasting

F-17
<PAGE> 168
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company for a cash purchase price of $750,000, resulting in a gain of
approximately $700,000.

On May 7, 1998, the Company sold certain rights in a license for the
Vancouver, Washington radio market to Jacor Communications and Smith
Broadcasting, Inc. for $10.0 million. The Company acquired an interest in these
rights at a cost of $1.3 million through an agreement with Q Prime Inc.,
Clifford Burnstein and Peter D. Mensch. The sale resulted in a gain of $8.5
million.

On June 25, 1998, the Company completed its transaction with McKenzie River
Broadcasting Company ("McKenzie") whereby McKenzie received FCC approval to
reclassify the broadcast license of its KMGE-FM station, serving the Eugene,
Oregon radio market, from a Class C to a Class C-1. Such a reclassification of
that station allowed the Company to seek approval from the FCC for construction
and operation of an enhanced transmission facility for its KNRK-FM station
serving the Portland, Oregon radio market. In consideration for its agreement,
McKenzie was paid approximately $1.2 million and the Company recorded this
amount as broadcast licenses.

Effective July 1, 1997, the Company entered into a Joint Sales Agreement
("JSA") with Classic Radio, Inc. ("Classic"), whereby the Company serves as the
exclusive sales agent for the Classic-owned KING-FM radio station, located in
Seattle, Washington. This agreement is a continuation of a relationship under a
prior JSA which expired on June 30, 1997. Under the new JSA, which continues
through June 30, 2002, the Company will be entitled to all revenues from the
sale of advertising time broadcast on KING-FM, but will be required to pay a
monthly fee to Classic based upon calculations as defined in the agreement.
Under the terms of the JSA, the Company will be responsible for all costs
incurred in selling the advertising time. Classic will be responsible for all
costs incurred in operating the station. Gross revenues and expenses incurred by
the Company under this contract during the years ended September 30, 1997 and
1998 were $2.6 million and $1.3 million and $3.6 million and $2.3 million,
respectively.

On October 7, 1997, the Company, in a transaction with Kanza Inc.,
exchanged the broadcasting frequency and the transmitter related assets of
KCMO-AM, Kansas City, Missouri for the broadcasting frequency and transmitter
related assets of WHB-AM, Kansas City, Missouri. The Company incurred
transaction costs of $233,000. The transaction was accounted for as a
nonmonetary exchange of similar productive assets and no gain or loss was
recognized. The assets received were recorded at the historical cost of the
assets surrendered.

The following unaudited pro forma summary presents the consolidated results
of operations as if the transactions which occurred within either the 1997 or
1998 fiscal years had all occurred at the beginning of the 1997 fiscal year,
after giving effect to certain adjustments, including depreciation and
amortization of assets and interest expense on any debt incurred to fund the
acquisitions which would have been incurred had such acquisitions and other
transactions occurred at the beginning of the 1997 fiscal year. These unaudited
pro forma results have been prepared for comparative purposes only and do not
purport to be indicative of what would have occurred had the acquisitions and
other transactions been made as of that date or results which may occur in the
future.

F-18
<PAGE> 169
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
--------------------------
1997 1998
---------- ----------
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Net revenues........................................... $122,711 $140,544
======== ========
Income (loss) before extraordinary items and gains on
sale of assets....................................... $(21,795) $ 3,126
======== ========
Income before extraordinary items...................... $183,313 $ 3,126
======== ========
Net income............................................. $183,313 $ 750
======== ========
</TABLE>

4. RADIO BROADCASTING LICENSES AND OTHER INTANGIBLES

Radio Broadcasting Licenses and other intangibles consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------
1997 1998
--------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
FCC Licenses............................................. $300,022 $436,407
Other Intangibles........................................ 1,704 2,574
-------- --------
Subtotal................................................. 301,726 438,981
Less accumulated amortization............................ (6,307) (14,265)
-------- --------
Total radio broadcasting licenses and other
intangibles............................................ $295,419 $424,716
======== ========
</TABLE>

5. DEFERRED CHARGES AND OTHER ASSETS

Deferred charges and other assets consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------
1997 1998
------ ------
(AMOUNTS IN
THOUSANDS)
<S> <C> <C>
Debt issuance costs, less accumulated amortization of
$715,000 and $566,000 in 1997 and 1998, respectively...... $3,629 $2,163
Leasehold premium, less accumulated amortization of $125,000
and $228,000 in 1997 and 1998, respectively............... 862 1,644
Other deferred charges, less accumulated amortization of
$77,000 and $124,000 in 1997 and 1998, respectively....... 119 240
------ ------
$4,610 $4,047
====== ======
</TABLE>

F-19
<PAGE> 170
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. DEBT

(A) Senior debt consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------
1997 1998
--------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Notes payable, due June 30, 2003(A)(1)(a)................ $ 92,000
Notes payable, due June 30, 2003 (A)(1)(b)............... 25,000
Notes payable due February 13, 2006 (A)(2)............... $253,500
Other.................................................... 284
-------- --------
Total............................................... 117,000 253,784
Amounts due within one year.............................. 10
-------- --------
$117,000 $253,774
======== ========
</TABLE>

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

(1) On March 25, 1997, the Company expanded its existing credit facility with a
group of banks to $165.0 million. The credit facility consisted of a $140.0
million reducing revolving credit and a $25.0 million amortizing term loan.
At September 30, 1997, outstanding balances against these credit facilities
were $92.0 million and $25.0 million, respectively. Under the loan
agreement, the Company provided the banks with a pledge of its 99% interest
in ECI License Company LP, a pledge of all of the outstanding stock of the
Company, and a pledge of all the Company's other assets. The agreement
included certain restrictive covenants, including a limitation on dividends.
These debt facilities were replaced with the debt facility described in
paragraph (A)(2) below.

(a) The availability under the reducing revolving credit agreement, which
was to mature on June 30, 2003, reduced on a quarterly basis beginning
September 30, 1997 in amounts which vary from $3.5 million to $12.4
million. The Company had the option under this agreement to elect to
pay interest at a rate equal to LIBOR (in increments with durations of
1, 2, 3 or 6 months) plus 1.25% or the prime rate. Under certain
events, the Company's borrowing costs could have increased to a maximum
of LIBOR plus 3.25% or prime plus 2%. The interest payable on LIBOR
rates was payable at the end of the selected duration but not less
frequently than every three months and on prime rates was payable at
the end of each calendar quarter. The weighted average interest rate
under this agreement at September 30, 1997 was 7.46%. The Company was
required to maintain a minimum of $1.0 million in cash, cash
equivalents, or cash available under this facility.

(b) The $25.0 million amortizing term loan, which was to mature on June 30,
2003, reduced in ten equal quarterly payments of $625,000, beginning
December 31, 2000 with a final payment of $18.75 million due June 30,
2003. The Company had the option to pay interest at a rate of LIBOR
plus 3.25% or prime plus 2%.

F-20
<PAGE> 171
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The interest payment was due in the same manner as described in
(A)(1)(a) above. The interest rate under this agreement at September
30, 1997 was 8.91%.

(2) The Company's term and revolving credit facilities were refinanced on
February 13, 1998, under a new bank credit agreement (the "New Credit
Agreement") with Key Corporate Capital Inc., as administrative agent. The
New Credit Agreement provides for a $300.0 million Senior Secured Revolving
Credit Facility (the "New Bank Facility"). See Note 12, Subsequent Events,
for further discussion.

The New Bank Facility is secured by (i) a pledge of the Company's 99%
interest in ECI License Company, LP ("ECI"), (ii) a security interest in
substantially all of the assets of ECI, (iii) a pledge of 100% of the
outstanding stock of the Company; provided, however, that this pledge will
be released if the Company restructures by forming subsidiaries to hold the
station assets and licenses (in such a restructuring, the Company will
pledge the stock of all such subsidiaries which will become Guarantors, and
ECI will be dissolved, further, upon such restructuring and pledge of
stock, the pledges under (i) and (ii) above will be terminated and
released), (iv) a security interest in all major tangible and intangible
personal property assets of the Company and any future subsidiaries as well
as a negative pledge on all real property, and (v) an assignment of all
major leases, rights, etc. as appropriate.

The availability under the reducing revolving credit agreement, which
matures on February 13, 2006, reduces on a quarterly basis beginning June
30, 2000 in amounts which vary from $3.75 million to $15.0 million. The
Company has the option under this agreement to elect to pay interest at a
rate equal to LIBOR (in increments with durations of 1, 2, 3 or 6 months)
plus .50% or the prime rate. Under certain events, the Company's borrowing
costs can increase to a maximum of LIBOR plus 2.125% or prime plus .875%.
The interest payable on LIBOR rates is payable at the end of the selected
duration but not less frequently than every three months and on prime rates
is payable at the end of each calendar quarter. The weighted average
interest rates under this agreement at September 30, 1998 was 7.53%. The
Company also pays a commitment fee of 0.375% per annum on the average
unused balance of the New Bank Facility.

(B) The Company has entered into several interest rate transactions as
hedges against the variable rate debt discussed in 6(A) above:

(1) In June 1987, the Company entered into an interest rate agreement or
"swap" for a notional amount of $6.0 million which concluded in June
1996. The Company paid a fixed rate of 9.55% on the notional amount to
a bank and the bank paid to the Company a variable rate equal to
three-month LIBOR as determined from time to time on a quarterly basis
through June 30, 1996. The net amount the Company paid under this
agreement was $175,000 for the year ended September 30, 1996 and has
been accounted for as interest expense.

(2) In May 1995, the Company entered into an interest rate swap agreement
for a notional amount of $20.0 million through May 16, 2000. Under this
agreement, the Company pays a fixed rate of 6.77% on the notional
amount to a bank and the bank pays to the Company a variable rate equal
to three-month LIBOR as

F-21
<PAGE> 172
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

determined from time to time on a quarterly basis through May 16, 2000.
The variable rate was 5.5%, 5.7% and 5.7% at September 30, 1996, 1997
and 1998, respectively. The net amount the Company paid under this
agreement was $240,000, $235,000 and $211,000 for the years ended
September 30, 1996, 1997 and 1998, respectively. These amounts have
been accounted for as interest expense.

(3) In July 1996, the Company entered into a convertible rate cap
transaction in the amount of $25.0 million to hedge a portion of its
variable rate debt. Pursuant to this transaction, the bank elected,
effective October 29, 1998, to convert the transaction to a swap for a
notional amount of $25.0 million in which the Company pays a fixed rate
of 5.89% on the notional amount to the bank and the bank pays to the
Company a variable rate equal to three-month LIBOR through July 29,
2003. No amounts were paid relating to this transaction during the
years ended September 30, 1996, 1997 and 1998.

(4) In August 1996, the Company simultaneously entered into a rate cap
transaction and a swap option transaction in the amount of $25.0
million to hedge a portion of its variable rate debt. Under the rate
cap transaction, which expires August 8, 2000, the Company's base LIBOR
rate cannot exceed 7.5% at the time of any quarterly reset date. Under
the swap option transaction, the bank may make an election prior to
August 8, 2000 to enter into a swap in which the Company pays a fixed
rate of 6.05% on the notional amount to a bank and the bank pays to the
Company a variable rate equal to three-month LIBOR. If the bank
exercises its election, then the swap will terminate on August 8, 2002.
Any election by the bank will not terminate the rate cap transaction
described above. No amounts were paid related to these transactions
during the years ended September 30, 1996, 1997 and 1998.

(5) On January 6, 1998, the Company entered into an interest rate swap
agreement with a bank in the amount of $15.0 million to hedge a portion
of its variable rate debt. Under the swap transaction, which expires
January 10, 2005, unless terminated by the bank by January 6, 2003, the
Company pays a fixed rate of 5.61% on the notional amount to the bank
and the bank pays to the Company a variable rate equal to three month
LIBOR as determined from time to time on a quarterly basis through the
end of the transaction period. The variable rate was 5.7% as of
September 30, 1998. The net amount paid to the Company under this
agreement was $9,000 for the year ended September 30, 1998.

(6) On January 6, 1998, the Company entered into an interest rate swap
agreement with a bank in the amount of $14.0 million to hedge a portion
of its variable rate debt. Under the swap transaction, which expires
January 10, 2005, the Company pays a fixed rate of 5.86% on the
notional amount to the bank and the bank pays to the Company a variable
rate equal to three months LIBOR as determined from time to time on a
quarterly basis through the end of the transaction period. The variable
rate was 5.7% as of September 30, 1998. The net amount paid by the
Company under this agreement was $17,000 for the year ended September
30, 1998.

F-22
<PAGE> 173
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(7) On February 26, 1998, the Company entered into an interest rate swap
agreement with a bank in the amount of $30.0 million to hedge a portion
of its variable rate debt. Under the swap transaction, which expires
February 27, 2008, unless terminated by the bank on February 28, 2005,
the Company pays a fixed rate of 5.77% on the notional amount to the
bank and the bank pays to the Company a variable rate equal to three
month LIBOR as determined from time to time on a quarterly basis
through the end of the transaction period. The variable rate was 5.7%
as of September 30, 1998. The net amount paid by the Company under this
agreement was $16,000 for the year ended September 30, 1998.

Fiscal years ending September 30:

<TABLE>
<S> <C>
1999...................................................... $ 10
2000...................................................... 10
2001...................................................... 10
2002...................................................... 43,510
2003...................................................... 35,010
Thereafter................................................ 175,234
--------
Total.................................................. $253,784
========
</TABLE>

The extraordinary charges for 1996 and 1998 are the result of the
write-offs ($539,000 and $2,376,000 respectively, net of tax benefits) of
unamortized finance charges resulting from the early extinguishment of long-term
debt.

(D) On May 21, 1996, the Company entered into a convertible subordinated
note purchase agreement with an investment partnership in the principal amount
of $25.0 million. Interest on the note accrues at the rate of 7% per annum. Such
interest compounds annually and is deferred and payable with principal in one
installment on May 21, 2003. The payment due date can be deferred by one year
under certain circumstances. The obligations of the Company under the note are
subordinate to the obligations of the notes payable to the banks as noted in
(A)(2) above.

The convertible subordinated note is convertible by the holder under
certain events and circumstances such as a public offering of the Company's
capital stock, a change of control of the Company, a sale of substantially all
of the Company's assets, a merger or consolidation into a publicly traded
company or the Company's ceasing to be an S Corporation. In the event of
conversion, the holders would receive shares of the common stock of the Company
representing an ownership interest of approximately 15% of the Company prior to
such event in lieu of all outstanding principal and interest. Under certain
events and circumstances, the holder of the note has the option to put ("Put
Option") the convertible subordinated note to the Company and receive, at the
option of the Company, either cash or a new note ("Put Note"). The Put Option is
exercisable on or after May 21, 2001. The amount of cash or principal of the Put
Note will equal the fair market

F-23
<PAGE> 174
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

value of the shares of common stock into which the convertible subordinated note
is convertible. The Put Note would accrue interest at prime plus 2% and would be
due May 21, 2004.

In the event that the note is not converted or put to the Company by May
21, 2003, then the Company can redeem the convertible subordinated note by
either paying cash or issuing a new note (Redemption Note). The amount of cash
or principal of the Redemption Note will equal the original principal amount of
the convertible subordinated note ($25.0 million) plus interest accrued through
the Date of Redemption at an interest rate of 7% per annum. The Redemption Note
would also accrue interest at 7% per annum and would be due on May 21, 2004.

Due to the existence of the Put Option described above, the Company
accounts for this instrument as indexed debt. Accordingly, the Company's balance
sheets as of September 30, 1997 and 1998 and statements of income for the years
then ended reflect an "adjustment to reflect indexing of the convertible
subordinated note." No adjustment was required for fiscal 1996.

The adjustment to reflect indexing of the convertible subordinated note has
been determined by reference to the difference between the estimated market
value of the shares of Common Stock into which the note is convertible pursuant
to the terms of the Put Option and the sum of the principal outstanding of $25.0
million plus interest accrued at 7% per annum. Such estimated market value is
calculated using comparable publicly held radio broadcast companies' multiples
of broadcast cash flow.

The holder of the convertible subordinated note has stated that in
connection with the initial public offering of the Company's Common Stock, it
will exercise its conversion option. Up to the date of the conversion, the
Company may recognize further adjustments to the indexing of the convertible
subordinated note. Upon conversion, the amount of the liability recorded will
convert to equity and there will be no further obligation by the Company.

F-24
<PAGE> 175
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of the Company's financial instruments, which
consist of cash and cash equivalents, accounts receivable, station acquisition
deposits, income tax deposit, accounts payable, accrued liabilities, debt and
interest rate instruments, have been determined by the Company using available
market information and appropriate valuation methodologies. At September 30,
1997 and 1998, the fair value of cash and cash equivalents, accounts receivable,
station acquisition deposits, income tax deposit, accounts payable, accrued
liabilities and debt approximate their carrying value. At September 30, 1997 and
1998, respectively, unrealized losses on interest rate hedges described under
Note 6(B) (2), (3), (4), (5), (6) and (7) are as follows (amounts in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------
1997 1998
----- -------
<S> <C> <C>
6(B) (2)............................................. $(351) $ (652)
(3)............................................ (212) (1,057)
(4)............................................ (103) (1,069)
(5)............................................ (525)
(6)............................................ (705)
(7)............................................ (1,793)
</TABLE>

8. MINORITY INTEREST

On December 2, 1992, in connection with a financing transaction, the
Company created a wholly owned subsidiary, ECI Investors Corporation
("Investors"), with a capital of $50,000. Upon creation, the Company immediately
distributed the stock of Investors to the Company's shareholders. On December
23, 1992, the Company formed a limited partnership, ECI License Company, LP
("Partnership") with Investors. The Company is the sole general partner of the
Partnership. The Company contributed its FCC (FCC) licenses and authorizations
to the Partnership in exchange for a 99% interest in the Partnership, and
Investors acquired its 1% interest in the Partnership for cash.

On all subsequent occasions when the Company acquired FCC licenses and
authorizations it has contributed them to the Partnership for its 99% interest
and Investors has contributed its matching 1% interest. On each such occasion,
as well as on the dispositions of FCC licenses and authorizations, excluding
those FCC licenses and authorizations used to acquire new FCC licenses and
authorizations which qualify under IRC Section 1031, commonly known as "SWAPS,"
the book value of the Partnership has been adjusted to reflect such transaction.
The book value of the Partnership was approximately $114.2 million (net of
accumulated amortization of approximately $4.5 million) and $132.2 million (net
of accumulated amortization of approximately $7.3 million) at September 30, 1997
and 1998. The Company's 99% interest in the Partnership is pledged as collateral
for the debt described in Note 6A(2). The Company pays a licensing fee to the
Partnership in exchange for the right to utilize the Partnership's licenses and
authorizations in connection with the operation of the stations.

F-25
<PAGE> 176
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As discussed in Note 2, the financial impact of such transactions is
substantially eliminated in consolidation. The minority interest at September
30, 1997 and 1998 included in the accompanying consolidated balance sheets
represents the 1% interest of Investors in the Partnership, net of two notes
receivable by the Partnership from Investors. These notes were in the amounts of
approximately $875,000 and $7,000 at September 30, 1997 and $839,000 plus
various other notes which total approximately $200,000 at September 30, 1998.
These notes bear interest at rates ranging from 6% to 8% per annum, and were
issued to the Partnership by Investors for Investors' share of the FCC licenses
and authorizations acquired by the Company during 1997 and 1998. These notes are
due in ten equal annual installments, plus accrued interest.

9. COMMITMENTS AND CONTINGENCIES

ACQUISITIONS

The Company entered into a preliminary agreement on February 6, 1996 for
the Company to acquire the assets of radio station KWOD-FM, Sacramento,
California, from Royce International Broadcasting Corporation subject to
approval by the FCC for a purchase price of $25.0 million. Notwithstanding
efforts by the Company to pursue this transaction, the seller has been
nonresponsive. Accordingly, the Company cannot determine if and when the
transaction might occur.

On August 13, 1998, the Company entered into three agreements with CBS
Radio, Inc. pursuant to which it will (i) purchase WRKO-AM and WEEI-AM in Boston
for $82.0 million in cash (the "First Boston Transaction"), (ii) sell WLLD-FM
and WYUU-FM in Tampa for $75.0 million in cash (the "Tampa Transaction") and
(iii) purchase WAAF-AM and WEGQ-FM in Boston and WWTM-AM in Worchester for $58.0
million (the "Second Boston Transaction"). The assets that will be sold in the
Tampa Transaction have been segregated on the Consolidated Balance Sheet as
assets held for sale. These assets consist of $2.8 million in property and
equipment, net of accumulated depreciation, and $2.5 million in radio
broadcasting licenses and other intangibles, net of accumulated amortization.
See Notes 12(D) and 12(G).

OTHER

The Company's employment agreement with its Chairman and Chief Executive
Officer renews automatically each calendar year unless terminated by either
party in accordance with the contract. Under the terms of the agreement,
compensation is calculated annually by utilizing the gross national product
implicit price deflator issued by the Bureau of Economic Analysis to determine
the equivalent of 1993 base compensation of $500,000. Total compensation for the
years ended September 30, 1996, 1997 and 1998 was approximately $540,000,
$554,000, and $567,000, respectively.

Rental expense is incurred principally for office and broadcasting
facilities. Rental expense during the years ended September 30, 1996, 1997 and
1998 was approximately $1.2 million, $2.2 million and $2.8 million,
respectively.

The Company also has various contracts for sports programming and on-air
personalities with terms ranging from one to five years.

F-26
<PAGE> 177
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The aggregate minimum annual commitments as of September 30, 1998 for
operating leases, sports programming and on-air personalities are as follows:

<TABLE>
<CAPTION>
OPERATING SPORTS ON-AIR
LEASES PROGRAMMING PERSONALITIES
--------- ----------- -------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Fiscal years ending September 30:
1999...................................... $ 3,160 $16,625 $ 5,880
2000...................................... 3,066 18,110 3,690
2001...................................... 2,893 8,802 1,420
2002...................................... 2,964 6,718 713
2003...................................... 2,458 181
Thereafter................................ 11,138
------- ------- -------
$25,679 $50,255 $11,884
======= ======= =======
</TABLE>

The Company is subject to various outstanding claims which arose in the
ordinary course of business and to other legal proceedings. In the opinion of
management, any liability of the Company which may arise out of or with respect
to these matters will not materially affect the financial position, results of
operations or cash flows of the Company.

10. SHAREHOLDERS' EQUITY

During 1997, the Company retired treasury stock consisting of 1,931,400
shares of Class A common stock.

For the fiscal years ended September 30, 1996, 1997 and 1998, the Company
paid total dividends of $2.0, $2.8, and $3.1 million, respectively. These
amounts include special dividends paid to the Company's shareholders to
compensate them for federal and state income tax obligations attributable to
pass-through taxable income generated by the Company.

On June 24, 1998, the Board of Directors and the shareholders of the
Company approved the Company's amended and restated Articles of Incorporation to
provide for, among other things, an increase in the aggregate number of shares
which the Company has authority to issue to 350,000,000 shares, par value $.01
per share, consisting of the following: (i) 200,000,000 shares of Class A Common
Stock; (ii) 75,000,000 shares of Class B Common Stock; (iii) 50,000,000 shares
of Class C Common Stock; and (iv) 25,000,000 shares of Preferred Stock. Such
change occurred just prior to the effective date of the Company's initial public
offering.

11. EMPLOYEE SAVINGS AND BENEFIT PLANS

The Company sponsors a 401(k) savings plan which includes a provision under
which the Company contributes 50% of the amount of any eligible employee's
contribution to the plan up to a maximum employer contribution of 3% of an
employee's compensation. The

F-27
<PAGE> 178
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

maximum eligible employee contribution under the plan was $9,500, $9,500 and
$10,000 for the plan years ended December 31, 1996, 1997 and 1998. The Company
may at its discretion suspend future matching contributions. The Company
contributed approximately $232,000, $485,000, and $588,000, under the 401(k)
plan for the years ended September 30, 1996, 1997, and 1998, respectively.

On June 24, 1998, the Company adopted an Equity Compensation Plan (the
"Compensation Plan"). The Compensation Plan will allow officers (including those
also serving as directors) and other employees, non-employee directors and key
advisors or consultants, selected by a Committee of the Board of Directors, to
receive incentive stock options, nonqualified stock options, restricted stock
and stock appreciation rights in the Common Stock of the Company. There are
5,000,000 shares of Common Stock reserved for issuance under the Compensation
Plan. On December 29, 1998, the Board of Directors granted 11,112 shares of
restricted stock and 838,965 in options of which 563,403 options have an
exercise price equal to the initial public offering price per share and 275,562
have an exercise price of 80% of the initial public offering price. All of the
options and restricted stock vest over a four year period. For options granted
at prices below fair market value, the Company will recognize $1.2 million in
non-cash compensation expense ratably over the four year period. For restricted
stock, the Company will recognize $250,000 in non-cash compensation expense
ratably over the four year period.

On June 24, 1998, the Company adopted an Employee Stock Purchase Plan (the
"Purchase Plan"). The Purchase Plan will allow the participants to purchase
shares of the Company's Common Stock at a purchase price equal to 85% of the
Market Value of such shares on the Purchase Date. There are 1,850,000 shares of
Common Stock reserved for issuance under the Purchase Plan. No awards have been
issued under this plan.

12. SUBSEQUENT EVENTS

(A) On October 8, 1998, the Company amended their New Credit Agreement with Key
Corporation Capital Inc. to increase their Senior Secured Revolving Credit
Facility to $350.0 million. Availability under this credit agreement reduces
on a quarterly basis beginning June 30, 2000 in amounts which vary from $4.4
million to $17.5 million.

(B) In July 1996, the Company entered into a convertible rate cap transaction in
the amount of $25.0 million to hedge a portion of its variable rate debt.
Pursuant to this transaction, the bank elected, effective October 29, 1998,
to convert the transaction to a swap for a notional amount of $25.0 million
in which the Company pays a fixed rate of 5.89% on the notional amount to
the bank and the bank pays to the Company a variable rate equal to the
three-month LIBOR through July 29, 2003.

(C) On December 9, 1998, the Company entered into an agreement to acquire
KKGM-AM, a radio station serving Kansas City, Kansas, from Mortenson
Broadcasting Company of Canton, LLC for the sum of $2.8 million.

(D) On December 11, 1998, the Company acquired the assets of WRKO-AM and
WEEI-AM, serving the Boston radio market, from CBS for $82.0 million (the
"First Boston Transaction"). The Company incurred transaction costs of
$284,023 related to

F-28
<PAGE> 179
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

this acquisition. Broadcasting licenses and other intangibles in the amount
of $77.8 million will be recorded in connection with this transaction.

(E) On December 14, 1998, the Company acquired the assets of KSLM-AM, serving
the Salem, Oregon radio market, from Willamette Broadcasting Co. for
$605,000. The Company incurred transaction costs of $13,812 related to this
acquisition. Broadcasting licenses and other intangibles in the amount of
$506,100 will be recorded in connection with this transaction.

(F) The Company is required to maintain a $4.9 million letter of credit, which
increases to $5.0 million on May 15, 2000 in connection with contracts
assumed in the First Boston Transaction. The contracts expire on November
15, 2000.

(G) On December 22, 1998, the Company sold the assets of WLLD-FM and WYUU-FM,
serving the Tampa, Florida radio market to CBS for $75.0 million.

(H) In December 1998, the Board approved the purchase of the 1% minority
interest in ECI License Company, L.P. for an amount of $3.4 million.

(I) In December 1998, the Company invested $1.0 million by purchasing 200,000
shares at $5.00 per share in USA Digital Radio, Inc. The Company's
investment represents a minority share in a privately held company formed
to develop in-band on channel digital radio for AM and FM broadcast
stations.

13. CHANGES IN CAPITALIZATION

In connection with the adoption of the Company's amended and restated
Articles of Incorporation (See Note 10), the Company declared a 185 for 1 stock
split payable to shareholders at the time the Amended and Restated Articles of
Incorporation become effective. The accompanying consolidated financial
statements give effect to these transactions as if they had occurred on October
1, 1995.

14. RESTATEMENT

Subsequent to the issuance of the Company's fiscal 1998 consolidated
financial statements, the Company determined that its fiscal 1997 and 1998
consolidated financial statements should be restated to reflect the 7%
convertible subordinated note (see Note 6(D)) as an indexed debt instrument and
to record the change in the put option value as a charge to operations.

F-29
<PAGE> 180
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The effect of this item on the accompanying consolidated financial
statements is summarized as follows:

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
1997 1998
PREVIOUSLY 1997 PREVIOUSLY 1998
REPORTED AS RESTATED REPORTED AS RESTATED
---------- ----------- ---------- -----------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Adjustment to reflect indexing of
convertible subordinated note....... $ 29,070 $ 8,841
INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY ITEMS................. $206,329 177,259 $ 18,733 9,892
NET INCOME............................ 205,840 176,770 15,904 7,063
PRO FORMA DATA (UNAUDITED) PRO FORMA
NET INCOME DATA:
Income before income taxes and
extraordinary items.............. 206,329 177,259 18,733 9,892
PRO FORMA NET INCOME.................. 127,924 98,854 10,126 1,285
PRO FORMA EARNINGS PER SHARE (Note 1):
Basic:
Pro forma earnings before
extraordinary items............ 5.94 4.59 0.46 0.12
Pro forma earnings per share..... 5.94 4.59 0.40 0.06
Diluted:
Pro forma earnings before
extraordinary items............ 5.05 4.59 0.46 0.12
Pro forma earnings per share..... 5.05 4.59 0.40 0.06
</TABLE>

BALANCE SHEETS

<TABLE>
<S> <C> <C> <C> <C>
Cumulative adjustment to reflect
indexing of convertible subordinated
note................................ 29,070 37,911
Total convertible subordinated note... 27,427 56,497 29,352 67,263
Total shareholders' equity............ 208,089 179,019 220,881 182,970
</TABLE>

F-30
<PAGE> 181

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 6,469
Accounts receivable, net of allowance for doubtful
accounts............................................... 38,511
Prepaid expenses and deposits............................. 6,259
Proceeds held in escrow from sale of Tampa stations....... 75,000
Station acquisition deposits.............................. 327
--------
Total current assets...................................... 126,566
--------
PROPERTY AND EQUIPMENT -- At cost
Land and land easements and land improvements............. 6,927
Building.................................................. 4,596
Equipment................................................. 35,804
Furniture and fixtures.................................... 7,662
Leasehold improvements.................................... 3,899
--------
58,888
Accumulated depreciation.................................. (10,874)
--------
48,014
Capital improvements in progress............................ 629
--------
Net property and equipment.................................. 48,643
--------
RADIO BROADCASTING LICENSES AND OTHER INTANGIBLES -- NET.... 500,545
DEFERRED CHARGES AND OTHER ASSETS -- NET.................... 5,280
--------
TOTAL....................................................... $681,034
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.......................................... $ 18,224
Accrued liabilities:
Salaries............................................... 4,322
Interest............................................... 1,492
Other.................................................. 1,094
Long-term debt due within one year........................ 10
--------
Total current liabilities................................. 25,142
--------
SENIOR DEBT................................................. 330,271
CONVERTIBLE SUBORDINATED NOTE
Note payable.............................................. 25,000
Accrued interest.......................................... 4,858
Cumulative adjustment to reflect indexing of convertible
subordinated note...................................... 67,414
--------
Total convertible subordinated note....................... 97,272
MINORITY INTEREST IN EQUITY OF PARTNERSHIP.................. 2,882
--------
Total liabilities......................................... 455,567
--------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Class A common stock...................................... 110
Class B common stock...................................... 105
Retained earnings......................................... 225,252
--------
Total shareholders' equity................................ 225,467
--------
TOTAL..................................................... $681,034
========
</TABLE>

See notes to condensed consolidated financial statements.
F-31
<PAGE> 182

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1997 AND 1998
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
--------------------
1997 1998
-------- --------
<S> <C> <C>
NET REVENUES................................................ $ 28,399 $ 47,363
OPERATING EXPENSES:
Station operating expenses................................ 18,868 29,990
Depreciation and amortization............................. 2,880 4,358
Corporate general and administrative expenses............. 849 1,850
Net expense from time brokerage agreement fees............ 1,236
-------- --------
22,597 37,434
-------- --------
OPERATING INCOME............................................ 5,802 9,929
-------- --------
OTHER EXPENSE (INCOME) ITEMS:
Interest expense.......................................... 2,996 5,732
Adjustment to reflect indexing of convertible subordinated
note................................................... 14,903 29,503
Interest income........................................... (127) (146)
Other non-operating expenses.............................. 25 723
Gains on sale of assets and other......................... (43) (69,648)
-------- --------
Total other expense (income).............................. 17,754 (33,836)
-------- --------
INCOME (LOSS) BEFORE INCOME TAXES........................... (11,952) 43,765
INCOME TAXES................................................ 81 310
-------- --------
NET INCOME (LOSS)........................................... $(12,033) $ 43,455
======== ========
PRO FORMA DATA
PRO FORMA NET INCOME DATA:
Income (loss) before income taxes......................... $(11,952) $ 43,765
Pro forma income taxes.................................... 1,121 27,842
-------- --------
PRO FORMA NET INCOME (LOSS)................................. $(13,073) $ 15,923
======== ========
PRO FORMA EARNINGS PER SHARE:
Basic:
Pro forma earnings (losses)............................ $ (0.61) $ 0.64
Diluted:
Pro forma earnings (losses)............................ $ (0.61) $ 0.64
WEIGHTED AVERAGE SHARES:
Basic..................................................... 21,534 24,742
Diluted................................................... 21,534 24,742
</TABLE>

See notes to condensed consolidated financial statements.

F-32
<PAGE> 183

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 1997 AND 1998
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
--------------------
1997 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)......................................... $(12,033) $ 43,455
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation.............................................. 764 1,223
Amortization of radio broadcasting licenses, other
intangibles and deferred charges....................... 2,116 3,135
Gains on dispositions and exchanges of assets............. (43) (69,648)
Interest on the convertible subordinated note............. 477 506
Adjustment to reflect indexing of convertible subordinated
note................................................... 14,903 29,503
Changes in assets and liabilities which provided (used)
cash:
Accounts receivable.................................... 135 (5,987)
Prepaid expenses....................................... 981 (115)
Accounts payable, accrued liabilities and corporate
state income taxes.................................... 16 8,381
Minority interest in equity of partnership............. 25 705
-------- --------
Net cash provided by operating activities.............. 7,341 11,158
-------- --------
INVESTING ACTIVITIES:
Additions to property and equipment....................... (5,012) (2,400)
Proceeds from sale of property and equipment, intangibles
and other assets....................................... 68 75,016
Purchases of radio station assets......................... (15,987) (82,903)
Purchase of investment.................................... (1,000)
Deferred charges and other assets......................... (50) (622)
Proceeds held in escrow from sale of Tampa stations....... (75,000)
Stations acquisition deposits............................. 3,511 15
-------- --------
Net cash used in investing activities.................. (17,470) (86,894)
-------- --------
FINANCING ACTIVITIES:
Payments of long-term debt................................ (3,000) (3,003)
Proceeds from issuance of long-term debt.................. 13,000 79,500
Dividends paid............................................ (958)
-------- --------
Net cash provided by financing activities.............. 10,000 75,539
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (129) (197)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 3,626 6,666
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 3,497 $ 6,469
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION --
Cash paid during the period for:
Interest............................................... $ 2,980 $ 5,698
======== ========
Income taxes........................................... $ 31 $ 60
======== ========
</TABLE>

See notes to condensed consolidated financial statements.

F-33
<PAGE> 184

ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 1997 AND 1998

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements for Entercom Communications
Corp. (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (including normal recurring accruals) considered
necessary for a fair presentation have been included.

For the three months ended December 31, 1998, the weighted average
outstanding shares have been increased by 3,208,000 shares, which represent the
number of shares which, when multiplied by an offering price of $22.50 per
share, would be sufficient to replace the capital in excess of the current
period's earnings which was authorized for subsequent distribution to the
shareholders of the Company while the Company was an S Corporation (the "S
Corporation Shareholders"), prior to the initial public offering of 13,627,500
shares of the Company's Class A Common Stock at an offering price of $22.50 (the
"IPO").

2. ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

COMPLETED ACQUISITIONS, DIVESTITURES AND INVESTMENTS

On December 11, 1998, the Company acquired the assets of WRKO-AM and
WEEI-AM, serving the Boston radio market, from CBS Radio, Inc. for $82.0
million. The Company incurred transaction costs of approximately $284,000
related to this acquisition. Broadcasting licenses and other intangibles in the
amount of $77.8 million were recorded in connection with this transaction.

On December 14, 1998, the Company acquired the assets of KSLM-AM, serving
the Salem, Oregon radio market, from Willamette Broadcasting Co. for $605,000.
The Company incurred transaction costs of approximately $14,000 related to this
acquisition. Broadcasting licenses and other intangibles in the amount of
$506,100 were recorded in connection with this transactions.

On December 21, 1998, the Company purchased 200,000 shares of the common
stock of USA Digital Radio, Inc. at a per share price of $5.00 for an aggregate
investment of $1.0 million. USA Digital Radio, Inc. is a developer of in-band AM
and FM digital audio broadcasting technology.

On December 22, 1998, the Company sold the assets of WLLD-FM and WYUU-FM,
serving the Tampa, Florida radio market to CBS for $75.0 million resulting in a
gain of approximately $69.6 million.

PENDING ACQUISITIONS

F-34
<PAGE> 185
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

these stations under a time brokerage agreement. On February 22, 1999, the
Company consummated the Transaction.

On December 9, 1998, the Company entered into an agreement to acquire
WREN-AM, a radio station serving Kansas City, Kansas, from Mortenson
Broadcasting Company of Canton, LLC and Mortenson Broadcasting Company for the
sum of $2.8 million. It is anticipated that this transaction will close in the
first half of the calendar year 1999.

The following unaudited pro forma summary presents the consolidated results
of operations as if the transactions which occurred during the period of October
1, 1997 through December 31, 1998 had all occurred as of October 1, 1997, after
giving effect to certain adjustments, including depreciation and amortization of
assets and interest expense on any debt incurred to find the acquisitions which
would have been incurred had such acquisitions and other transactions occurred
as of October 1, 1997. These unaudited pro forma results have been prepared for
comparative purposes only and do not purport to be indicative of what would have
occurred had the acquisitions and other transactions been made as of that date
or results which may occur in the future.

<TABLE>
<CAPTION>
PERIODS ENDED
DECEMBER 31,
--------------------
1997 1998
-------- --------
(UNAUDITED)
<S> <C> <C>
Net revenues............................................. $ 37,725 $ 47,363
Loss before gains on sale of assets...................... $(15,185) $(26,078)
Net income (loss)........................................ $ 54,506 $(26,078)
</TABLE>

3. DEBT

The Company has a senior secured Credit Facility (the "Credit Facility")
with a syndicate of banks which allows the Company to borrow up to $350.0
million on a reducing, revolving basis. Availability under the Credit Facility
reduces quarterly beginning June 30, 2000, in amounts which vary from $4.4
million to $17.5 million. As of December 31, 1998, the Company had approximately
$330.0 million of borrowings outstanding under the Credit Facility. The current
outstanding indebtedness under the Credit Facility was not reduced by the $75.0
million proceeds from the Tampa Transaction as these funds were being held in
escrow in a qualified intermediary account.

In connection with the Company's IPO which was completed on February 3,
1999, the Company received approximately $236.1 million in net proceeds which
was used to repay revolving indebtedness outstanding under the Credit Facility.
As of March 5, 1999, the Company had revolving indebtedness outstanding under
the Credit Facility of approximately $147.5 million, which included $58.0
million in connection with the consummation of the acquisition of WAAF-FM and
WEGQ-FM in Boston and WWTM-AM in Worchester. See Note 5, Subsequent Events.

F-35
<PAGE> 186
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. COMMITMENTS AND CONTINGENCIES

ACQUISITIONS

The Company entered into a preliminary agreement on February 6, 1996, to
acquire the assets of radio station KWOD-FM, Sacramento, California, from Royce
International Broadcasting Corporation, subject to approval by the FCC, for a
purchase price of $25.0 million. Notwithstanding efforts by the Company to
pursue this Transaction, the seller has been nonresponsive. Accordingly, the
Company cannot determine if and when the transaction might occur.

CONTINGENCIES

5. SUBSEQUENT EVENTS

On February 3, 1999, the Company completed the IPO, pursuant to which
13,627,500 shares of Class A Common Stock were sold to the public at a price of
$22.50 per share. Of the 13,627,500 shares sold, the Company sold 11,300,000 and
Chase Capital Partners ("Chase Capital"), the sole selling shareholder, sold
2,327,500 shares. The net proceeds to the Company, after deducting underwriting
discounts and other offering expenses was approximately $236.1 million. In
connection with the IPO, the following events occurred:

Effective January 28, 1999 (the "Revocation Date"), the Company revoked its
S Corporation status with the Internal Revenue Service and therefore the last
day the Company was taxed as an S Corporation was January 27, 1999. As a result,
all of the Company's net income after January 27, 1999 will be taxed to the
Company rather than taxed to the Company's shareholders.

Prior to the revocation of its S Corporation status, the Company declared a
dividend (the "S Distribution"), conditioned upon consummation of the IPO,
payable to its former S Corporation Shareholders in the amount of $88.1 million,
which the Company estimated would be the undistributed balance of the income of
the Company which has been taxed, or is taxable to its S Corporation
Shareholders as of the revocation date. On March 2, 1999 the company distributed
$75 million to its S Corporation shareholders as partial payment of the S
Distribution. The Company anticipates paying the remaining $13.1 million in
April, 1999.

As a result of the revocation of its S Corporation status and its resulting
treatment as a C Corporation, the Company will record a non-cash deferred tax
expense of approximately $81.7 million in the quarter ending March 31, 1999,
resulting from the recording of a deferred income tax asset of $4.3 million and
a deferred income tax liability of $86.0 million.

F-36
<PAGE> 187
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Prior to the IPO, Chase Capital, which held a Convertible Subordinated
Promissory Note of the Company (the "Convertible Subordinated Note") with
principal in the amount of $25.0 million, converted the Convertible Subordinated
Note into 2,327,500 shares of Class A Common Stock and 1,995,669 shares of Class
C Common Stock (the "Chase Conversion"). At the time of the Chase Conversion,
the market value of the shares into which the Convertible Subordinated Note was
convertible, was approximately $97.3 million (the principal amount of the
Convertible Subordinated Note plus accrued interest amounted to approximately
$29.9 million, and the cumulative adjustment to reflect indexing of the
Convertible Subordinated Note was approximately $67.4 million). The Convertible
Subordinated Note has been retired and there is no further obligation due.

On January 22, 1999, in a related party transaction, the Company purchased
a 1% minority interest in ECI License Company, L.P. for an amount of $3.4
million. ECI License Company, L.P. is a limited partnership in which the Company
is the general partner and owns a 99% interest. ECI License Company, L.P. owns
certain of the Company's FCC licenses.

In August 1998, the Company entered into an agreement with CBS pursuant to
which it agreed to purchase WAAF-FM and WEGQ-FM in Boston and WWTM-AM in
Worchester for $58.0 million in cash (the "Second Boston Transaction"). In
September, 1998, the Company began operating these stations under a TBA. On
February 22, 1999, the Company consummated the Transaction.

F-37
<PAGE> 188

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 8,713
Accounts receivable, net of allowance for doubtful
accounts.............................................. 45,160
Prepaid expenses and deposits.......................... 6,402
Deferred tax assets.................................... 1,949
Station acquisition deposits........................... 142
--------
Total current assets.............................. 62,366
--------
PROPERTY AND EQUIPMENT -- At cost
Land and land easements and land improvements............. 6,737
Building.................................................. 4,509
Equipment................................................. 39,947
Furniture and fixtures.................................... 9,049
Leasehold improvements.................................... 4,000
--------
64,242
Accumulated depreciation.................................. (13,568)
--------
50,674
Capital improvements in progress............................ 2,086
--------
Net property and equipment.................................. 52,760
--------
RADIO BROADCASTING LICENSES AND OTHER INTANGIBLES -- NET.... 552,282
DEFERRED CHARGES AND OTHER ASSETS -- NET.................... 4,219
--------
TOTAL............................................. $671,627
========
</TABLE>

See notes to condensed consolidated financial statements

F-38
<PAGE> 189

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<S> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.......................................... $ 16,568
Accrued liabilities:
Salaries............................................... 4,852
Interest............................................... 432
Other.................................................. 299
Income tax payable........................................ 2,798
Long-term debt due within one year........................ 10
--------
Total current liabilities................................. 24,959
--------
SENIOR DEBT................................................. 166,266
Deferred tax liability...................................... 83,516
Total liabilities......................................... 274,741
--------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock
Class A common stock...................................... 249
Class B common stock...................................... 105
Class C common stock...................................... 17
Additional paid-in capital................................ 468,239
Retained earnings......................................... (71,501)
Unearned compensation..................................... (223)
--------
Total shareholders' equity................................ 396,886
--------
TOTAL............................................. $671,627
========
</TABLE>

See notes to condensed consolidated financial statements

F-39
<PAGE> 190

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998 AND 1999
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------
1998 1999
----------- --------------
<S> <C> <C>
NET REVENUES.......................................... $ 63,687 $ 95,545
OPERATING EXPENSES:
Station operating expenses.......................... 42,749 64,296
Depreciation and amortization....................... 6,079 10,019
Corporate general and administrative expenses....... 2,193 3,454
Net time brokerage agreement expenses............... 2,273 652
----------- --------------
OPERATING INCOME...................................... 10,393 17,124
----------- --------------
OTHER EXPENSE (INCOME) ITEMS:
Interest expense.................................... 6,179 6,246
Adjustment to reflect indexing of Convertible
Subordinated Note................................ 5,693
Interest income..................................... (180) (599)
Other non-operating expenses........................ 57
Gains on sale of assets............................. (8,748) (467)
----------- --------------
Total other expense (income)........................ 3,001 5,180
----------- --------------
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM.................................. 7,392 11,944
INCOME TAXES
Income taxes -- C Corporation....................... 5,249
Income taxes -- S Corporation....................... 71 125
Deferred income taxes for conversion from an S to a
C Corporation.................................... 79,845
----------- --------------
Total income taxes.................................. 71 85,219
----------- --------------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM........... 7,321 (73,275)
EXTRAORDINARY ITEM (NET OF TAX BENEFIT)............... 2,397
----------- --------------
NET INCOME (LOSS)..................................... $ 4,924 $ (73,275)
=========== ==============
</TABLE>

F-40
<PAGE> 191

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------
1998 1999
----------- --------------
<S> <C> <C>
NET LOSS PER SHARE
Basic:
Loss before extraordinary item................... $ (2.10)
Extraordinary item, net of taxes.................
--------------
NET LOSS PER SHARE.................................... $ (2.10)
==============
Diluted:
Loss before extraordinary item................... $ (2.10)
Extraordinary item, net of taxes.................
--------------
NET LOSS PER SHARE.................................... $ (2.10)
==============
PRO FORMA DATA
PRO FORMA NET INCOME DATA:
Income before income taxes and extraordinary item... $ 7,392 $ 11,944
Pro forma income taxes.............................. 4,972 4,539
----------- --------------
Pro forma income before extraordinary item.......... 2,420 7,405
=========== ==============
Extraordinary item, net of pro forma taxes.......... 1,489
----------- --------------
PRO FORMA NET INCOME.................................. $ 931 $ 7,405
PRO FORMA EARNINGS PER SHARE:
Basic:
Pro forma earnings before extraordinary item..... $ 0.11 $ 0.21
Extraordinary item, net of pro forma taxes....... 0.07
----------- --------------
Pro forma earnings per share..................... $ 0.04 $ 0.21
=========== ==============
Diluted:
Pro forma earnings before extraordinary item..... $ 0.11 $ 0.21
Extraordinary item, net of pro forma taxes....... 0.07
----------- --------------
Pro forma earnings per share..................... $ 0.04 $ 0.21
=========== ==============
WEIGHTED AVERAGE SHARES:
Basic............................................... 21,534 34,836
Diluted............................................. 21,534 35,251
</TABLE>

See notes to condensed consolidated financial statements

F-41
<PAGE> 192

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1999
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
1998 1999
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss).................................... $ 4,924 $ (73,275)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation......................................... 1,872 2,726
Amortization of radio broadcasting licenses, other
intangibles and deferred charges.................. 4,207 7,293
Extraordinary items.................................. 2,401
Deferred taxes....................................... 81,567
Gain on dispositions and exchanges of assets......... (8,748) (467)
Non-cash stock-based compensation expense............ 219
Interest on the Convertible Subordinated Note........ 944
Adjustment to reflect indexing of convertible
subordinated note................................. 5693
Changes in assets and liabilities which provided
(used) cash:
Accounts receivable............................... (5,808) (6,649)
Prepaid expenses.................................. (1,076) (145)
Accounts payable, accrued liabilities and
corporate state income taxes.................... 1,371 (183)
Minority interest in equity of partnership........ (2) (2,882)
--------- ---------
Net cash provided by operating activities......... 5,778 8,204
--------- ---------
INVESTING ACTIVITIES:
Additions to property and equipment.................. (4,955) (4,901)
Proceeds from sale of assets......................... 8,906 1,162
Proceeds from exchanges of radio stations............ 3,132
Payment for exchanges of radio stations.............. (306)
Purchases of radio station assets.................... (130,103) (60,968)
Deferred charges and other assets.................... (3,163) (479)
Station acquisition deposits......................... 924 75,187
--------- ---------
Net cash (used) provided by investing
activities...................................... (125,565) 10,001
--------- ---------
</TABLE>

F-42
<PAGE> 193

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
1998 1999
--------- ---------
<S> <C> <C>
FINANCING ACTIVITIES:
Net proceeds from Initial Public Offering............ 236,157
Proceeds from issuance of long-term debt............. 257,793 82,500
Payment of long-term debt............................ (133,008) (246,505)
Dividends paid to S corporation shareholders......... (2,401) (88,113)
--------- ---------
Net cash provided (used) by financing
activities...................................... 122,384 (15,961)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS.............. 2,597 2,244
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD......... 3,497 6,469
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD............... $ 6,094 $ 8,713
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION --
Cash paid during the period for:
Interest.......................................... $ 4,378 $ 6,301
========= =========
Income taxes...................................... $ 198 $ 1,652
========= =========
</TABLE>

Supplemental Disclosures of Non-Cash Investing and Financing Activities --

In connection with the radio station exchange transactions completed by the
Company during the six months ended June 30, 1998, the non-cash portion of
assets recorded was $22,500.

In connection with the Company's Initial Public Offering completed during
the six months ended June 30, 1999, the Convertible Subordinated Note, net of
deferred finance charges of $96,400 was converted into equity.

See notes to condensed consolidated financial statements
F-43
<PAGE> 194

ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1998 AND 1999

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements for Entercom Communications
Corp. (the "Company") have been prepared in accordance with generally accepted
accounting principals for interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments, including normal recurring accruals, considered
necessary for a fair presentation have been included.

Effective January 28, 1999 (the "Revocation Date"), in connection with the
initial public offering (the "IPO") of 13,627,500 shares of Class A Common Stock
of the Company at a price of $22.50 per share, the Company revoked its S
Corporation status with the Internal Revenue Service and therefore the last day
the Company was taxed as an S Corporation was January 27, 1999. As a result, all
of the Company's effective tax rate for state and federal income taxes for the
period subsequent to January 27, 1999 is at a combined rate of 38%, applied to
taxable income before income taxes, which is adjusted for permanent differences
between tax and book income.

On January 29, 1999, the Company's Class A Common Stock began trading on
the New York Stock Exchange. On February 3, 1999, the Company completed the IPO
pursuant to which 13,627,500 shares of Class A Common Stock were sold to the
public at a price of $22.50 per share. Of the 13,627,500 shares sold, the
Company sold 11,300,000 and Chase Capital Partners ("Chase Capital"), the sole
selling shareholder, sold 2,327,500 shares. The net proceeds to the Company,
after deducting underwriting discounts and other offering expenses was
approximately $236.2 million.

As a result of the revocation of its S Corporation status and its
conversion to a C Corporation, the Company recorded a non-cash deferred income
tax expense of approximately $79.8 million to reflect the cumulative effect of
temporary differences between the tax and financial reporting bases of the
Company's assets and liabilities attributable to the period prior to its
conversion to a C Corporation.

The unaudited pro forma net income data reflect adjustments for income
taxes as if the Company had been subject to federal and state income taxes based
upon a pro forma effective tax rate of 38% applied to income before income taxes
and extraordinary item, excluding the effect of an expense adjustment to reflect
indexing of the Convertible Subordinated Note (as such adjustment is not tax
deductible) of $5.7 million for the six-month period ended June 30, 1998.

The net income (loss) per share and pro forma earnings per share are
calculated in accordance with Statement of Financial Accounting Standards No.
128 and, are based on the weighted average number of shares of Common Stock
outstanding and dilutive common equivalent shares which include stock options
and restricted stock (using the treasury stock method). For the six-month period
ended June 30, 1998, the effect of the conversion of the Convertible
Subordinated Note for the calculation of the pro forma income per share was
antidilutive.

F-44
<PAGE> 195
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1998 AND 1999 -- (CONTINUED)

2. ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

COMPLETED ACQUISITIONS AND DIVESTITURES FOR THE SIX MONTHS ENDED JUNE 30, 1999

On January 22, 1999, in a related party transaction, a wholly owned
subsidiary of the Company purchased a 1% limited partnership interest in ECI
License Company, L.P. for $3.4 million. ECI License Company, L.P. is a limited
partnership in which the Company is the general partner, owning a 99% general
partnership interest. ECI License Company, L.P. owns certain of the Company's
FCC licenses. The acquisition effectively gives the Company 100% interest in its
FCC licenses.

On February 22, 1999, the Company purchased the assets of radio stations
WAAF-FM and WEGQ-FM in Boston and WWTM-AM in Worchester from CBS for $58.0
million in cash. The Company incurred transaction costs of approximately $0.2
million related to this transaction. Broadcasting licenses and other intangibles
in the amount of $55.7 million were recorded in connection with this
transaction. The Company had operated these stations under a TBA since September
1998 and for the three months ended March 31, 1999, the Company incurred TBA
fees in the amount of $0.7 million.

On April 22, 1999, the Company sold a building located in Seattle,
Washington for a cash purchase price of $1.3 million, resulting in a gain of
approximately $0.5 million.

On June 11, 1999, the Company acquired the assets of radio station WREN-AM,
serving the Kansas City, Kansas/Missouri radio market, from Mortenson
Broadcasting Company of Canton, LLC and Mortenson Broadcasting Company for the
sum of $2.8 million in cash. Broadcasting licenses in the amount of $2.5 million
were recorded in connection with this transaction.

OTHER SIGNIFICANT EVENTS

Prior to the revocation of its S Corporation status, the Company declared a
dividend (the "S Distribution"), conditioned upon consummation of the IPO,
payable to its former S Corporation shareholders in the amount of $88.1 million,
which the Company estimated would be the undistributed balance of the income of
the Company which has been taxed or is taxable to its S Corporation shareholders
as of the Revocation Date. The S Distribution of $88.1 million has been paid as
of June 30, 1999.

Prior to the IPO, Chase Capital, which held a Convertible Subordinated
Promissory Note of the Company (the "Convertible Subordinated Note") in the
principal amount of $25.0 million, converted the Convertible Subordinated Note
into 2,327,500 shares of Class A Common Stock and 1,995,669 shares of Class C
Common Stock (the "Chase Conversion"). At the time of the Chase Conversion, the
market value of the shares into which the Convertible Subordinated Note was
convertible, was approximately $97.3 million (the principal amount of the
Convertible Subordinated Note plus accrued interest amounted to approximately
$29.9 million, and the cumulative adjustment to reflect indexing of the
Convertible Subordinated Note was approximately $67.4 million). The Convertible
Subordinated Note has been retired and there is no further obligation due.

F-45
<PAGE> 196
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1998 AND 1999 -- (CONTINUED)

UNAUDITED PRO FORMA INFORMATION FOR ACQUISITIONS AND DIVESTITURES

The following unaudited pro forma summary presents the consolidated results
of operations as if the acquisition and divestiture transactions which occurred
during the period of January 1, 1998 through June 30, 1999 had all occurred as
of January 1, 1998, after giving effect to certain adjustments, including
depreciation and amortization of assets and interest expense on any debt
incurred to fund the acquisitions which would have been incurred had such
acquisitions and other transactions occurred as of January 1, 1998. These
unaudited pro forma results have been prepared for comparative purposes only and
do not purport to be indicative of (i) what would have occurred had the
acquisitions and other transactions been made as of the date or (ii) results
which may occur in the future.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------
1998 1999
------- --------
(UNAUDITED)
<S> <C> <C>
Net revenues................................................ $82,143 $ 95,545
Loss before extraordinary item and gains on sale of
assets.................................................... (9,023) (73,938)
Loss before extraordinary item (net of tax benefits)........ (2,448) (73,938)
Net loss.................................................... (4,845) (73,938)
</TABLE>

3. DEBT

The Company has a senior secured Credit Facility (the "Credit Facility")
with a syndicate of banks which allows the Company to borrow up to $350.0
million on a reducing, revolving basis. Availability under the Credit Facility
reduces quarterly beginning June 30, 2000, in amounts which vary from $4.4
million to $17.5 million. As of June 30, 1999, the Company had $166.0 million of
borrowings outstanding under the Credit Facility, in addition to an outstanding
Letter of Credit in the amount of $4.9 million.

4. COMMITMENTS AND CONTINGENCIES

ACQUISITIONS

CONTINGENCIES

The Company is subject to various outstanding claims which arose in the
ordinary course of business and to other legal proceedings. In the opinion of
management, any

F-46
<PAGE> 197
ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1998 AND 1999 -- (CONTINUED)

liability of the Company which may arise out of or with respect to these matters
will not materially affect the financial position, results of operations or cash
flows of the Company.

5. SHAREHOLDERS' EQUITY

During the six months ended June 30, 1999, the Company issued options to
purchase 823,609 shares of its Class A Common Stock at prices ranging from
$18.00 to $34.00 per share. All of the options become exercisable over a
four-year period. In connection with the grant of options with exercise prices
below fair market value at the time of grant, the Company recognized
compensation expense in the amount of approximately $170,000 for the six-months
ended June 30, 1999.

On January 28, 1999, the Company issued certain Restricted Stock awards,
consisting of rights to 11,112 shares of Class A Common Stock, to two directors.
Such shares vest ratably on each of the next four anniversary dates of the
grant. In connection with three awards, the Company recognized compensation
expense in the amount of approximately $26,000 for the six-months ended June 30,
1999, .

On May 1, 1999, Chase Capital converted 300,000 shares of Class C Common
Stock to 300,000 shares of Class A Common Stock.

6. SUBSEQUENT EVENTS

On July 28, 1999, the Company entered into agreements to purchase from
Sinclair Broadcast Group ("Sinclair") all of Sinclair's radio properties (with
the exception of its St. Louis cluster) and to purchase 300,000 shares of USA
Digital Radio Inc. for a purchase price of $824.5 million in cash (the "Sinclair
Transaction"). As part of the Sinclair Transaction, the Company will agree to
spend $5.0 million in television advertising time for the promotion of the
Company's radio stations, on Sinclair's TV stations over a five year period, and
will be responsible for certain capital expenditures not to exceed $2.0 million.
The Sinclair Transaction covers 46 stations (15 AM and 31 FM) in nine markets
including Kansas City, Milwaukee, New Orleans, Memphis, Buffalo, Norfolk,
Greensboro/ Winston-Salem/High Point, Greenville/Spartanburg and
Scranton/Wilkes-Barre. The Company will be required to sell or exchange certain
radio stations in the Kansas City market in order to meet regulatory
requirements limiting the number of stations the Company may own in this market
to eight (the Company currently owns seven). Completion of the Sinclair
Transaction is subject to several factors including approval by the Boards of
Directors of both companies, FCC approval, Department of Justice approval, the
Company's due diligence and completion of definitive documentation. The Company
expects to close on this transaction in the last quarter of 1999.

F-47
<PAGE> 198

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Entertainment Communications, Inc. and Subsidiaries:

We have audited the accompanying combined balance sheet of the Portland,
Oregon and Rochester, New York Radio Groups of Heritage Media Services,
Inc. -- Broadcasting Segment (the Company) as of December 31, 1997, and the
related combined statements of operations, stockholders' equity and cash flows
of the Portland, Oregon and Rochester, New York Radio Groups of Heritage Media
Services, Inc. -- Broadcasting Segment (the Predecessor) for the eight months
ended August 31, 1997 and of the Company for the four months ended December 31,
1997. These financial statements are the responsibility of the Company's and the
Predecessor's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 1997, and the results of operations and cash flows of the
Predecessor for the eight months ended August 31, 1997, and of the Company for
the four months ended December 31, 1997, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Baltimore, Maryland,
May 29, 1998

F-48
<PAGE> 199

THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

COMBINED BALANCE SHEET
AS OF DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
1997
--------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 594
Accounts receivable, net of allowance for doubtful
accounts of $166....................................... 3,474
Prepaid expenses and other current assets................. 41
Deferred barter costs..................................... 113
Deferred tax asset........................................ 64
--------
Total current assets................................... 4,286
PROPERTY, PLANT AND EQUIPMENT, net.......................... 4,497
DUE FROM AFFILIATE.......................................... 1,719
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net................ 116,171
--------
Total Assets........................................... $126,673
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 520
Deferred revenue.......................................... 11
Deferred barter revenue................................... 108
--------
Total current liabilities.............................. 639
DEFERRED TAX LIABILITY...................................... 98
OTHER LONG-TERM LIABILITIES................................. 292
--------
Total Liabilities...................................... 1,029
--------
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value, 10,000 shares authorized
and 10,000 shares issued and outstanding............... 10
Additional paid-in capital................................ 127,035
Accumulated deficit....................................... (1,401)
--------
Total Stockholders' Equity............................. 125,644
--------
Total Liabilities and Stockholders' Equity............. $126,673
========
</TABLE>

The accompanying notes are an integral part of this combined balance sheet.

F-49
<PAGE> 200

THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
EIGHT MONTHS FOUR MONTHS
ENDED ENDED
AUGUST 31, DECEMBER 31,
1997 1997
------------ ------------
<S> <C> <C>
NET REVENUES:
Station broadcasting revenues, net of agency
commissions of $1,060 and $1,845,
respectively................................... $10,449 $ 5,635
Revenues realized from station barter
arrangements................................... 847 464
------- -------
Total net revenues............................. 11,296 6,099
------- -------
OPERATING EXPENSES:
Programming and production........................ 4,024 2,059
Selling, general and administrative............... 1,618 830
Corporate overhead allocation..................... 814 478
Expenses realized from station barter
arrangements................................... 922 411
Depreciation of property and equipment............ 395 251
Amortization of acquired intangible broadcasting
assets and other assets........................ 775 2,623
------- -------
Total operating expenses....................... 8,548 6,652
------- -------
Broadcast operating income (loss).............. 2,748 (553)
------- -------
OTHER INCOME (EXPENSE):
Interest expense.................................. 651 265
Other expense, net................................ -- 21
------- -------
Income (loss) before provision for income
taxes........................................ 2,097 (839)
PROVISION FOR INCOME TAXES.......................... 1,339 562
------- -------
Net income (loss)................................. $ 758 $(1,401)
======= =======
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-50
<PAGE> 201

THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK ADDITIONAL EARNINGS/
--------------- PAID-IN (ACCUMULATED STOCKHOLDER'S
SHARES AMOUNT CAPITAL DEFICIT) EQUITY
------ ------ ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
PREDECESSOR:
BALANCE, January 1, 1997.......... 10 $10 $ -- $ 7,041 $ 7,051
HMC noncash capital
contributions................ -- -- 1,209 -- 1,209
Net income...................... -- -- -- 758 758
Acquisition by News
Corporation.................. -- -- 125,291 (7,799) 117,492
-- --- -------- ------- --------
BALANCE, August 31, 1997.......... 10 $10 $126,500 $ -- $126,510
== === ======== ======= ========
COMPANY:
BALANCE, September 1, 1997........ 10 $10 $126,500 $ -- $126,510
News Corporation noncash capital
contributions................ -- -- 535 -- 535
Net loss........................ -- -- -- (1,401) (1,401)
-- --- -------- ------- --------
BALANCE, December 31, 1997........ 10 $10 $127,035 $(1,401) $125,644
== === ======== ======= ========
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-51
<PAGE> 202

THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
EIGHT MONTHS FOUR MONTHS
ENDED ENDED
AUGUST 31, DECEMBER 31,
1997 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 758 $(1,401)
Adjustments to reconcile net income (loss) to net cash
flows from operating activities-........................
Depreciation of property and equipment.................... 395 251
Amortization of acquired intangible broadcasting assets
and other assets........................................ 775 2,623
Changes in assets and liabilities, net of effects of
acquisitions-...........................................
(Increase) decrease in accounts receivable, net........... 121 (225)
Net effect of change in deferred barter revenue and
deferred barter costs................................... 76 (49)
Increase in prepaid expenses and other current assets..... (15) (15)
Increase in deferred tax asset............................ (50) (15)
Increase (decrease) in accounts payable and accrued
expenses................................................ (826) 150
Increase (decrease) in deferred revenue................... (75) 11
(Decrease) increase in deferred tax liability............. 99 (1)
Decrease in other long-term liabilities................... (12) (25)
------- -------
Net cash flows from operating activities................ 1,246 1,304
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment..................... (157) (11)
Acquisitions, net of cash acquired........................ (1,859) --
------- -------
Net cash flows from investing activities................ (2,016) (11)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in due to affiliates............................. (512) --
Increase in due from affiliates........................... -- (1,719)
Capital contributions made by Parent...................... 1,209 535
------- -------
Net cash flows from financing activities................ 697 (1,184)
------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ (73) 109
CASH, beginning of period................................... 558 485
------- -------
CASH, end of period......................................... $ 485 $ 594
======= =======
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest.................................... $ -- $ 21
======= =======
Cash paid for income taxes................................ $ 152 $ 29
======= =======
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-52
<PAGE> 203

THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

Heritage Media Services, Inc. ("HMSI") operates in two segments --
Marketing Services and Broadcasting. Heritage Media Corporation is the parent
company of HMSI, (collectively referred to hereafter as either "HMC" or the
"Parent"). The Broadcasting Segment was wholly-owned and operated by HMSI, which
was owned by HMC through August 31, 1997 (the "Predecessor"). In July 1997, HMC
entered into an asset sale agreement with Sinclair Broadcast Group, Inc. ("SBG")
whereby SBG would acquire 100% of the Broadcasting Segment (which consisted of
six television stations in three markets and 24 radio stations in seven markets)
for $630 million in cash. Effective September 1, 1997, The News Corporation
Limited ("News Corporation") acquired all of the license and nonlicense assets
of HMC. Due to certain regulatory requirements, News Corporation has established
a trust to hold all of the license and nonlicense assets of the Broadcasting
Segment until the sale to SBG has closed. The acquisition was accounted for
under the purchase method of accounting whereby the purchase price was allocated
to property and programming assets and acquired intangible broadcasting assets
of $51.4 million and $578.6 million, respectively.

During January 1998, Entertainment Communications, Inc. ("Entercom")
entered into an Asset Purchase Agreement with Tuscaloosa Broadcasting Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio of Rochester
Licensee, Inc. (collectively referred to hereafter as "Sinclair") to acquire
KKSN-AM, KKSN-FM and KKRH-FM, all serving the Portland, Oregon radio market and
WBBF-AM, WBBF-FM, WKLX-FM and WQRV-FM, all serving the Rochester, New York radio
market for a purchase price of $126.5 million. Simultaneously with the above
agreement, Entercom entered into a Time Brokerage Agreement ("TBA") with
Sinclair whereby, effective March 1, 1998, Entercom programs these stations for
the period prior to consummation of the purchase agreement and Sinclair receives
a monthly TBA fee of $631,500. Closing on this transaction is expected in June
1998. The accompanying combined financial statements include the accounts of the
Portland, Oregon and Rochester, New York Radio Group, which are collectively
referred to hereafter as "the Company."

The accompanying December 31, 1997, balance sheet and related statements of
operations and cash flows for the four-month period ended December 31, 1997, are
presented on a new basis of accounting, reflecting the impact of the News
Corporation acquisition. The accompanying financial statements for the
eight-month period ended August 31, 1997, are presented as "Predecessor"
financial statements.

DISCLOSURE OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

F-53
<PAGE> 204
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

CONCENTRATION OF CREDIT RISK

The Company's revenues and accounts receivable relate primarily to the sale
of advertising within the radio stations' broadcast areas. Credit is extended
based on an evaluation of the customers' financial condition. Credit losses are
provided for in the financial statements.

In the opinion of management, credit risk with respect to trade receivables
is limited due to the large number of diversified customers and the geographic
diversification of the Company's customer base. The Company performs ongoing
credit evaluations of its customers and believes that adequate allowances for
any uncollectible trade receivables are maintained. At December 31, 1997, no
receivable from any customer exceeded 5% of stockholders' equity, and no
customer accounted for more than 10% of net revenues for the eight months ended
August 31, 1997 or for the four months ended December 31, 1997.

ACQUIRED INTANGIBLE BROADCASTING ASSETS

Acquired intangible broadcasting assets are being amortized over periods of
4 to 40 years. These amounts result from the acquisition of certain radio
station license and nonlicense assets by The News Corporation (see Note 1). The
Company monitors the individual financial performance of each of the stations
and continually evaluates the realizability of intangible and tangible assets
and the existence of any impairment to its recoverability based on the projected
undiscounted cash flows of the respective stations.

Intangible assets consist of the following as of December 31, 1997 (in
thousands):

<TABLE>
<CAPTION>
AMORTIZATION
PERIOD 1997
------------ --------
<S> <C> <C>
Goodwill............................................... 40 years $ 1,897
FCC licenses........................................... 15-25 years 52,092
Other.................................................. 4-25 years 65,172
--------
119,161
Less: Accumulated amortization......................... 2,626
--------
$116,535
========
</TABLE>

F-54
<PAGE> 205
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is recorded on the straight-line basis over the estimated useful
lives of the assets. Property and equipment at December 31, 1997, are summarized
as follows (in thousands):

<TABLE>
<CAPTION>
USEFUL LIFE 1997
----------- ------
<S> <C> <C>
Land..................................................... -- $ 442
Broadcasting equipment................................... 5-25 years 366
Buildings and improvements............................... 12-30 years 3,684
Other equipment.......................................... 4-8 years 256
------
4,748
Less: Accumulated depreciation........................... 251
------
$4,497
======
</TABLE>

BARTER TRANSACTIONS

Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts are
recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights. Network
programming is excluded from these calculations.

The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred barter
revenues. The deferred barter costs are expensed or capitalized as they are
used, consumed or received. Deferred barter revenues are recognized as the
related advertising is aired.

REVENUES

Revenue from the sale of commercial broadcast time to advertisers is
recognized when the commercials are broadcast. Promotional fees are recognized
as services are rendered.

2. ACCRUED EXPENSES:

Accrued expenses consist of the following at December 31, 1997, (in
thousands):

<TABLE>
<CAPTION>
1997
----
<S> <C>
Commissions................................................. $193
Payroll and employee benefits............................... 137
Other....................................................... 187
----
$517
====
</TABLE>

F-55
<PAGE> 206
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

3. DUE TO AFFILIATE:

The Predecessor had an arrangement with HMSI whereby HMSI would provide
certain management and other services to the Predecessor. The services provided
included consultation and direct management assistance with respect to
operations and strategic planning. The Predecessor was allocated approximately
$814,000 of corporate overhead expenses for these services for the eight months
ended August 31, 1997.

In order to fund acquisitions and provide operating funds, HMSI entered into a
Bank Credit Agreement. The debt used to finance acquisitions and fund daily
operations of the Predecessor was recorded by the Predecessor as due to
affiliate in the year ending December 31, 1996. HMSI allocated interest at a
rate of approximately 10.0%, which approximated the average rate paid on the
borrowings. Associated with the HMSI debt, the Predecessor was allocated
approximately $0.6 million of deferred financing costs in 1996. The deferred
financing costs were fully amortized in accordance with the acquisition by News
Corporation on September 1, 1997.

4. INCOME TAXES:

The Parent files a consolidated federal tax return and separate state tax
returns for each of its subsidiaries in certain filing jurisdictions. It is the
Parent's policy to pay the federal income tax provision of the Company. The
accompanying financial statements have been prepared in accordance with the
separate return method of FASB 109, whereby the allocation of the federal tax
provision due to the Parent is based on what the Company's current and deferred
federal tax provision would have been had the Company filed a federal income tax
return outside of its consolidated group. The Company is not required to
reimburse the Parent for its federal tax provision. Accordingly, this amount is
recorded as a capital contribution in the accompanying consolidated financial
statements. No federal deferred tax assets or liabilities are recorded because
those amounts are considered currently paid to or received by the Parent. The
federal and state tax provision was calculated based on pretax income, plus or
minus permanent book-to-tax differences, times the statutory tax rate of 40%.
The Company had no alternative minimum tax credit carryforwards as of December
31, 1997. The effective tax rate in the current year exceeds the statutory tax
rate of 40% due to the effects of nondeductible goodwill.

F-56
<PAGE> 207
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The provision for income taxes consists of the following (in thousands):

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
EIGHT MONTHS FOUR MONTHS
ENDED ENDED
AUGUST 31, DECEMBER 31,
1997 1997
------------ ------------
<S> <C> <C>
Current:
Federal..................................... $1,267 $523
State....................................... 81 33
------ ----
1,348 556
------ ----
Deferred:
Federal..................................... -- --
State....................................... (9) 6
------ ----
(9) 6
------ ----
Provision for income taxes.................. $1,339 $562
====== ====
</TABLE>

The following is a reconciliation of federal income taxes at the applicable
statutory rate to the recorded provision (in thousands):

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
EIGHT MONTHS FOUR MONTHS
ENDED ENDED
AUGUST 31, DECEMBER 31,
1997 1997
------------ ------------
<S> <C> <C>
Statutory federal income taxes.............. $ 703 $(504)
Adjustments:
State income taxes, net of federal
effect................................. 82 (59)
Non-deductible goodwill amortization...... 276 1,125
Other..................................... 278 --
------ -----
Provision for income taxes.................. $1,339 $ 562
====== =====
</TABLE>

F-57
<PAGE> 208
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes the state tax effects of the significant
types of temporary differences between financial reporting basis and tax basis
which were generated during the years ended December 31, 1997 (in thousands):

<TABLE>
<CAPTION>
1997
----
<S> <C>
Deferred Tax Assets:
Bad debt reserve.......................................... $14
Accruals.................................................. 27
Other intangibles......................................... 23
---
$64
===
Deferred Tax Liability:
Depreciation.............................................. $98
===
</TABLE>

5. EMPLOYEE BENEFIT PLAN:

Company employees were covered by HMC's Retirement Savings Plan (the Plan)
through December 31, 1997, whereby participants contributed portions of their
annual compensation to the Plan and certain contributions were made at the
discretion of the Company based on criteria set forth in the Plan Agreement.
Participants are generally 100% vested in Company contributions after five years
of employment with the Company. Company expenses under the Plan were not
material for the year ended December 31, 1997.

6. RELATED PARTY TRANSACTIONS:

The Company received certain advances from HMC during the eight months
ended August 31, 1997, which were evidenced by a subordination agreement. All
advances from HMC were repaid on August 31, 1997.

7. CONTINGENCIES AND OTHER COMMITMENTS:

LEASES AND CONTRACTS

The Company and its subsidiaries lease certain real property and
transportation and other equipment under noncancellable operating leases
expiring at various dates through 2015. The Company also has long-term
contractual obligations with two major broadcast ratings firms that provide
monthly ratings services and guaranteed store contracts. Rent expense under
these leases for the eight months ended August 31, 1997, and for the four months
ended December 31, 1997, was approximately $210,000 and $105,000, respectively.

F-58
<PAGE> 209
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum payments under the leases are as follows (in thousands):

<TABLE>
<S> <C>
1998........................................................ $ 392
1999........................................................ 386
2000........................................................ 386
2001........................................................ 371
2002........................................................ 357
2003 and thereafter......................................... 814
------
$2,706
======
</TABLE>

LITIGATION

Lawsuits and claims are filed against the Company from time to time in the
ordinary course of business which are generally incidental to its business.
Management of the Company does not believe the resolution of such matters will
have a significant effect on its liquidity, financial position or results of
operations.

F-59
<PAGE> 210

THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND MARCH 31, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
DECEMBER 31, MARCH 31,
1997 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash............................................... $ 594 $ --
Accounts receivable, net of allowance for doubtful
accounts of $166................................ 3,474 --
Prepaid expenses and other current assets.......... 41 --
Deferred barter costs.............................. 113 --
Deferred tax asset................................. 64 --
-------- --------
Total current assets............................ 4,286 --
PROPERTY, PLANT AND EQUIPMENT, net................... 4,497 5,152
DUE FROM AFFILIATE................................... 1,719 --
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net......... 116,171 116,934
-------- --------
Total Assets.................................... $126,673 $122,086
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.............. $ 520 $ --
Deferred revenue................................... 11 --
Deferred barter revenue............................ 108 --
Due to parent...................................... -- 70
-------- --------
Total current liabilities....................... 639 70
DEFERRED TAX LIABILITY............................... 98 --
OTHER LONG-TERM LIABILITIES.......................... 292 --
-------- --------
Total Liabilities............................... 1,029 70
-------- --------
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value, 10,000 shares
authorized and 10,000 and 0 shares issued and
outstanding..................................... 10 --
Additional paid-in capital......................... 127,035 122,827
Accumulated deficit................................ (1,401) (811)
-------- --------
Total Stockholders' Equity...................... 125,644 122,016
-------- --------
Total Liabilities and Stockholders' Equity...... $126,673 $122,086
======== ========
</TABLE>

The accompanying notes are an integral part of these combined balance sheets.

F-60
<PAGE> 211

THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSOR
PREDECESSOR ------------ COMPANY
------------ TWO -----------
THREE MONTHS MONTHS ONE MONTH
ENDED ENDED ENDED
MARCH 31, FEBRUARY 28, MARCH 31,
1997 1998 1998
------------ ------------ -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
NET REVENUES:
Station broadcasting revenue, net of agency
commissions of $611 and $387,
respectively.............................. $3,349 $ 2,169 $ --
Revenues realized from station barter
arrangements.............................. 249 187 --
Time brokerage agreement revenues........... -- -- 635
------ ------- -----
Total net revenues..................... 3,598 2,356 635
OPERATING EXPENSES:
Programming and production.................. 1,303 824 3
Selling, general and administrative......... 885 603 --
Expenses realized from station barter
arrangements.............................. 245 280 --
Depreciation of property and equipment...... 147 126 78
Amortization of acquired intangible
broadcasting assets and other assets...... 287 1,503 663
------ ------- -----
Total operating expenses............... 2,867 3,336 744
------ ------- -----
Broadcast operating income (loss)...... 731 (980) (109)
------ ------- -----
OTHER EXPENSE:
Interest expense.......................... 261 -- 702
------ ------- -----
Income (loss) before provision for income
taxes..................................... 470 (980) (811)
PROVISION FOR INCOME TAXES.................. 52 40 --
------ ------- -----
Net income (loss)......................... $ 418 $(1,020) $(811)
====== ======= =====
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-61
<PAGE> 212

THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSOR
PREDECESSOR ------------ COMPANY
------------ TWO -----------
THREE MONTHS MONTHS ONE MONTH
ENDED ENDED ENDED
MARCH 31, FEBRUARY 28, MARCH 31,
1997 1998 1998
------------ ------------ -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 418 $(1,020) $(811)
Adjustments to reconcile net income (loss) to net cash
flows from operating activities:
Depreciation of property and equipment.................. 147 126 78
Amortization of acquired intangible broadcasting assets
and other assets..................................... 287 1,503 663
Changes in certain assets and liabilities, net of effects
of acquisitions:
Decrease in accounts receivable, net.................... 644 415 --
Net effect of change in deferred barter revenue and
deferred barter costs................................ (6) 96 --
Increase in prepaid expenses and other assets........... (9) (3) --
(Decrease) increase in accounts payable and accrued
expenses............................................. (535) 76 --
Decrease in deferred revenue............................ (3) -- --
Decrease in other long-term liabilities................. (1) (70) --
------- ------- -----
Net cash flows from operating activities............. 942 1,123 (70)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment..................... (82) (7) --
Acquisitions, net of cash acquired........................ (1,894) -- --
------- ------- -----
Net cash flows from investing activities............. (1,976) (7) --
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in due to affiliates.................. 995 (1,111) 70
------- ------- -----
Net cash flows from financing activities............. 995 (1,111) 70
------- ------- -----
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS...... (39) 5 --
CASH, beginning of period................................. 558 594 --
------- ------- -----
CASH, end of period....................................... $ 519 $ 599 $ --
======= ======= =====
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-62
<PAGE> 213

THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

Heritage Media Services, Inc. ("HMSI") operates in two segments --
Marketing Services and Broadcasting. Heritage Media Corporation is the parent
company of HMSI, (collectively referred to hereafter as either "HMC" or the
"Parent"). The Broadcasting Segment was wholly-owned and operated by HMSI, which
was owned by HMC through August 31, 1997 (the "Predecessor"). In July 1997, HMC
entered into an asset sale agreement with Sinclair Broadcast Group, Inc. ("SBG")
whereby SBG would acquire 100% of the Broadcasting Segment (which consisted of
six television stations in three markets and 24 radio stations in seven markets)
for $630 million in cash. Effective September 1, 1997, The News Corporation
Limited ("News Corporation") acquired all of the license and nonlicense assets
of HMC. Due to certain regulatory requirements, News Corporation established a
trust to hold all of the license and nonlicense assets of the Broadcasting
Segment until the sale to SBG had closed. The acquisition was accounted for
under the purchase method of accounting whereby the purchase price was allocated
to property and programming assets and acquired intangible broadcasting assets
of $51.4 million and $578.6 million, respectively.

During January 1998, Entertainment Communications, Inc. ("Entercom")
entered into an Asset Purchase Agreement with Tuscaloosa Broadcasting Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio of Rochester
Licensee, Inc. (collectively referred to hereafter as "Sinclair") to acquire
KKSN-AM, KKSN-FM and KKRH-FM, all serving the Portland, Oregon radio market and
WBBF-AM, WBBF-FM, WKLX-FM and WQRV-FM, all serving the Rochester, New York radio
market for a purchase price of $126.5 million. Simultaneously with the above
agreement, Entercom entered into a Time Brokerage Agreement ("TBA") with
Sinclair whereby, effective March 1, 1998, Entercom programs these stations for
the period prior to consummation of the purchase agreement and Sinclair receives
a monthly TBA fee of $631,500. Effective March 1, 1998, SBG completed its
acquisition of the Portland, Oregon and Rochester, New York Radio Groups from
News Corporation. The acquisition was accounted for under the purchase method of
accounting whereby the purchase price was allocated to the assets to be sold. In
June 1998, Entercom closed its transaction with Sinclair. The accompanying
combined financial statements include the accounts of the Portland, Oregon and
Rochester, New York Radio Group, which are collectively referred to hereafter as
"the Company."

The accompanying March 31, 1998, balance sheet and the related statements
of operations and cash flows for the one-month period ended March 31, 1998, are
presented on a new basis of accounting, reflecting the impact of the acquisition
by SBG. The accompanying financial statements for the three months ended March
31, 1997, and the two months ended February 28, 1998, are presented as
"Predecessor" financial statements.

INTERIM FINANCIAL STATEMENTS

The combined financial statements for the period ended March 31, 1997, the
two months ended February 28, 1998, and the one month ended March 31, 1998, are

F-63
<PAGE> 214
THE PORTLAND, OREGON AND ROCHESTER, NEW YORK RADIO GROUPS
OF HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

unaudited, but in the opinion of management, such financial statements have been
presented on the same basis as the audited combined financial statements and
include all adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of the financial position and results of
operations, and cash flows for these periods. The results of operations
presented in the accompanying financial statements are not necessarily
representative of operations for an entire year.

F-64
<PAGE> 215

INDEPENDENT AUDITORS' REPORT

Entercom Communications Corp.:

We have audited the accompanying combined balance sheet of the Boston Radio
Market of CBS Radio, Inc. (the "Boston Radio Market") (formerly American Radio
Systems Corporation ("ARS") prior to the sale of ARS to CBS on June 4, 1998),
which is comprised of radio properties owned by CBS Radio, Inc., a wholly owned
subsidiary of CBS Corporation ("CBS") as of December 31, 1997, and the related
combined statements of operations and equity and cash flows for the year ended
December 31, 1997. These financial statements are the responsibility of the
management of the Boston Radio Market. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the combined financial position of the Boston Radio Market as of
December 31, 1997, and the results of their combined operations and their
combined cash flows for the year then ended in conformity with generally
accepted accounting principles.

The accompanying combined financial statements have been prepared from the
separate accounting records maintained by the Boston Radio Market while owned by
ARS and may not be indicative of the conditions that would have existed or the
results of operations had the assets to be sold been operated as an unaffiliated
company. As discussed in Note 1, certain of the operating expenses represent
allocations made by ARS in the accompanying financial statements.

In August 1998, CBS Radio, Inc. entered into an agreement to sell the net
assets of the Boston Radio Market to Entercom Communications Corp. On December
11, 1998, CBS Radio Inc. sold the net assets of WRKO-AM and WEEI-AM, which
comprise a portion of the Boston Radio Market, to Entercom Communications Corp.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 18, 1998
(December 11, 1998 as to Note 7)

F-65
<PAGE> 216

THE BOSTON RADIO MARKET OF CBS RADIO, INC.

COMBINED BALANCE SHEETS
DECEMBER 31, 1997 AND SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
PREDECESSOR CURRENT
OWNER OWNER
------------ -------------
DECEMBER 31, SEPTEMBER 30,
1997 1998
------------ -------------
(UNAUDITED)
(NOTE 1)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Accounts and notes receivable (less allowances
for doubtful accounts of $2,140,000 in 1997
and $848,539 (unaudited) in 1998)............. $ 8,246,194 $ 7,853,713
Prepaid expenses and other assets................ 486,976 841,911
Deposits and other current assets -- related
parties....................................... 6,695 --
----------- ------------
Total......................................... 8,739,865 8,695,624
----------- ------------
PROPERTY AND EQUIPMENT -- Net...................... 11,799,363 6,224,161
----------- ------------
OTHER ASSETS:
Intangible assets -- net......................... 33,006,828 132,358,075
Other assets..................................... 94,758 89,861
----------- ------------
Total......................................... 33,101,586 132,447,936
----------- ------------
TOTAL.............................................. $53,640,814 $147,367,721
=========== ============
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable................................. $ 994,252 $ 676,317
Accrued compensation............................. 303,104 440,290
Accrued expenses................................. 794,867 2,915,381
Capitalized lease obligation..................... 137,762 47,212
----------- ------------
Total......................................... 2,229,985 4,079,200
COMMITMENTS AND CONTINGENCIES (Note 6)
EQUITY............................................. 51,410,829 143,288,521
----------- ------------
TOTAL.............................................. $53,640,814 $147,367,721
=========== ============
</TABLE>

See notes to combined financial statements.

F-66
<PAGE> 217

THE BOSTON RADIO MARKET OF CBS RADIO, INC.

COMBINED STATEMENTS OF OPERATIONS AND EQUITY
YEAR ENDED DECEMBER 31, 1997, NINE MONTHS ENDED SEPTEMBER 30, 1997,
FIVE MONTHS ENDED MAY 31, 1998, AND FOUR MONTHS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
PREDECESSOR OWNER CURRENT OWNER
NINE MONTHS FOUR MONTHS
YEAR ENDED ENDED FIVE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30, ENDED MAY 31, SEPTEMBER 30,
1997 1997 1998 1998
------------ ----------------- ------------- -------------
(UNAUDITED)
(UNAUDITED) (UNAUDITED) (NOTE 1)
<S> <C> <C> <C> <C>
NET REVENUES.............................. $37,331,314 $28,764,056 $14,994,176 $ 12,103,681
----------- ----------- ----------- ------------
OPERATING EXPENSES:
Operating expenses, excluding
depreciation, amortization, general
and administrative expenses........... 27,747,140 21,205,835 12,205,334 9,823,762
Depreciation and amortization........... 2,852,025 2,428,522 1,245,587 1,417,764
General and administrative.............. 5,092,850 3,828,835 2,630,801 1,428,257
----------- ----------- ----------- ------------
Total operating expenses.............. 35,692,015 27,463,192 16,081,722 12,669,783
----------- ----------- ----------- ------------
OPERATING INCOME (LOSS) BEFORE INCOME
TAXES................................... 1,639,299 1,300,864 (1,087,546) (566,102)
INCOME TAX EXPENSE (BENEFIT).............. 660,600 524,248 (438,300) (228,139)
----------- ----------- ----------- ------------
NET INCOME (LOSS)......................... 978,699 776,616 (649,246) (337,963)
EQUITY, BEGINNING OF PERIOD............... 27,760,648 27,760,648 51,410,829 50,916,914
NET CONTRIBUTION.......................... 22,671,482 23,701,248 155,331 92,709,570
----------- ----------- ----------- ------------
EQUITY, ENDING THE PERIOD................. $51,410,829 $52,238,512 $50,916,914 $143,288,521
=========== =========== =========== ============
</TABLE>

See notes to combined financial statements.

F-67
<PAGE> 218

THE BOSTON RADIO MARKET OF CBS RADIO, INC.

COMBINED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997, NINE MONTHS ENDED SEPTEMBER 30, 1997,
FIVE MONTHS ENDED MAY 31, 1998, AND FOUR MONTHS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
PREDECESSOR OWNER CURRENT OWNER
NINE MONTHS FOUR MONTHS
YEAR ENDED ENDED FIVE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30, ENDED MAY 31, SEPTEMBER 30,
1997 1997 1998 1998
------------ ----------------- ------------- -------------
(UNAUDITED)
(UNAUDITED) (UNAUDITED) (NOTE 1)
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss)......................... $ 978,699 $ 776,616 $ (649,246) $ (337,963)
Reconciliation of net income to cash
provided by operating activities:
Depreciation and amortization............. 2,852,025 2,428,522 1,245,585 1,417,764
Loss on disposal of property and
equipment.............................. 28,021 19,560 -- --
Change in assets and liabilities:
Accounts receivable.................... 405,299 (605,537) (834,450) 1,226,961
Prepaid expenses....................... (324,285) (410,999) (803,662) 448,727
Other assets........................... 709,979 703,850 7,480 4,112
Accounts payable and accrued
expenses............................. (975,450) (448,358) 1,627,167 222,047
Net cash provided by operating activities
(Note 1).................................. $ 3,674,288 $ 2,463,654 $ 592,874 $ 2,981,648
=========== =========== ========== ===========
CASH FLOWS USED FOR INVESTING
ACTIVITIES:
Purchase of property and equipment........ (1,396,694) (1,074,510) (365,543) (74,824)
Proceeds from sale of property............ 60,654 35,577 -- --
----------- ----------- ---------- -----------
Net cash used for investing activities...... (1,336,040) (1,038,933) (365,543) (74,824)
----------- ----------- ---------- -----------
CASH FLOWS USED FOR FINANCING ACTIVITIES:
Repayments of long-term debt................ (189,840) (155,639) (85,000) (72,865)
Net transfer to Owner....................... (2,148,408) (1,269,082) (142,331) (2,833,959)
----------- ----------- ---------- -----------
Net cash used for financing activities...... (2,338,248) (1,424,721) (227,331) (2,906,824)
----------- ----------- ---------- -----------
CASH, BEGINNING AND END OF PERIOD........... $ -- $ -- $ -- $ --
=========== =========== ========== ===========
NONCASH ACTIVITIES:
</TABLE>

In 1997, the Predecessor Owner acquired $24.8 million in assets,
principally intangible assets, which were financed by the Owners.

In 1997, the Predecessor Owner transferred assets to an affiliate of the
Stations totaling approximately $1 million.

In 1998, the Current Owner applied the CBS purchase price to increase
intangible assets by $98.3 million and decrease property and equipment by $5.6
million.

See notes to combined financial statements.

F-68
<PAGE> 219

THE BOSTON RADIO MARKET OF CBS RADIO, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997,
NINE MONTHS ENDED SEPTEMBER 30, 1997,
FIVE MONTHS ENDED MAY 31, 1998,
AND FOUR MONTHS ENDED SEPTEMBER 30, 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND BASIS OF PRESENTATION -- The accompanying financial statements
present the combined assets, liabilities and operations of the Boston Radio
Market of CBS Radio, Inc. (the "Boston Radio Market"), which is comprised of
radio stations WRKO-AM, WEEI-AM, WEGQ-FM, WAAF-FM, serving the Boston,
Massachusetts, radio market, and WWTM-AM, serving the Worcester, Massachusetts,
radio market (the "Stations"). Through June 4, 1998, the Stations were owned by
American Radio Systems Corporation (the "Predecessor Owner" or "ARS"), an
operator of radio stations throughout the United States. On June 4, 1998, ARS
was acquired by CBS Radio, Inc., a wholly owned subsidiary of CBS Corporation
(collectively with CBS Radio, Inc., "CBS" or the "Current Owner"). In connection
with the acquisition of ARS by CBS (the "ARS/CBS merger"), CBS was required to
sell the Boston Radio Market to comply with certain regulations of the FCC.
During August 1998, CBS entered into purchase and sale agreements with Entercom
Communications Corp. ("Entercom") to sell the net assets of the Boston Radio
Market for approximately $140.0 million, subject to receipt of regulatory
approval which is expected to be received during 1998 (See note 7 for further
discussion). CBS and ARS are referred to as the Stations' "Owners" for purposes
of these notes to combined financial statements. All significant intercompany
transactions have been eliminated in combination.

INTERIM FINANCIAL INFORMATION -- The financial statements for the nine
months ended September 30, 1997, the five months ended May 31, 1998, and the
four months ended September 30, 1998 are unaudited. Except for the application
of Accounting Principle Board Opinion No. 16, "Business Combination," to the
Station's financial statements while owned by the Current Owner, the
accompanying unaudited interim financial statements have been prepared on a
basis substantially consistent with that of the audited Predecessor Owner's
financial statements included herein. For purposes of preparing the Current
Owner's unaudited financial statements, the ARS/CBS merger is assumed to have
occurred on May 31, 1998. In the opinion of management, such unaudited financial
statements include all adjustments, which are only of a normal and recurring
nature, considered necessary for a fair presentation. Operating results for the
unaudited periods presented are not necessarily indicative of the results that
may be expected for a full year.

REVENUE RECOGNITION -- Revenues are recognized when advertisements are
broadcast.

PROPERTY AND EQUIPMENT -- Property and equipment at December 31, 1997 are
recorded at cost, and depreciation is computed using straight-line and
accelerated methods over estimated useful lives ranging from three to twenty
years. Property and equipment at September 30, 1998, reflects the allocation of
the CBS purchase price to the Stations' assets, net of depreciation computed
using straight-line methods over estimated useful lives ranging from three to
thirty-nine years.

INTANGIBLE ASSETS -- Intangible assets consist primarily of goodwill, FCC
licenses, and call letters acquired in connection with the acquisition of the
Stations and are being

F-69
<PAGE> 220
THE BOSTON RADIO MARKET OF CBS RADIO, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

amortized over their respective estimated useful lives (ranging from one to
forty years) using the straight-line method.

On an ongoing basis, management evaluates the recoverability of the net
carrying value of property and equipment and intangible assets by reference to
the Stations' anticipated undiscounted future cash flows generated by said
assets and comparison of carrying value to management's estimates of fair value,
generally determined by using certain accepted industry measures of value
(principally, cash flow multiple methods).

Intangible assets at September 30, 1998 reflect the allocation of the CBS
purchase price to the Stations' assets, net of amortization computed using the
straight-line method over an estimated useful life of forty years.

INCOME TAXES -- The results of the Stations' operations are included in the
federal and state income tax returns filed by the Stations' Owners. The
Stations' portion of the income tax provision (benefit) is allocated at a
federal and state computed statutory rate of 40.3%. The Stations' federal and
state income taxes are generally paid to, or refunded from, the Owners. Deferred
tax assets and liabilities are maintained at the Owners' ownership levels.

BARTER TRANSACTIONS -- Revenues from the Stations' exchanges of advertising
time for goods or services are recognized at the fair market value of the items
received or to be received. The value of the goods and services received is
recognized in both net revenues and operating expenses. Net unearned barter
balances are included in accounts receivable.

Barter transactions are reported on a net basis within operating expenses
and balances as of and for the year ended December 31, 1997 were approximately
as follows:

<TABLE>
<S> <C>
Barter revenues............................................ $2,273,689
Barter expenses............................................ 1,978,702
Net barter receivable...................................... 120,852
</TABLE>

USE OF ESTIMATES -- The preparation of combined financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes to the financial statements. Management bases
its estimates on certain assumptions which they believe are reasonable in the
circumstances, and while actual results could differ from those estimates,
management does not believe that any change in those assumptions in the near
term would have a material effect on its financial position, results of
operations or liquidity.

ALLOCATION OF CERTAIN OPERATING EXPENSES -- The operations, as presented
herein, include allocations and estimates of certain expenses, principally
corporate accounting and tax, rent, administrative salaries, and legal,
historically provided to the Stations by the Owners. The amounts of such
allocated expenses in these combined financial statements have been allocated by
management based on a variety of factors, including, for example, personnel,
labor costs and square footage. Management believes these allocations have been
made on a reasonable basis. However, the financial position and results of
operations, as presented herein, may not be the same as would have occurred had
the Stations been operated as a stand-alone entity.

F-70
<PAGE> 221
THE BOSTON RADIO MARKET OF CBS RADIO, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Interest expense incurred by the Owners under various long-term debt
arrangements has not historically been allocated to the Stations and,
accordingly, the accompanying combined financial statements do not include
interest expense. See Note 4 for interest expense associated with a capitalized
lease obligation.

CONCENTRATION OF CREDIT RISK -- The Stations extend credit to customers on
an unsecured basis in the normal course of business. No individual industry or
industry segment is significant to the Stations' customer base. The Stations
have policies governing the extension of credit and collection of amounts due
from customers.

SUPPLEMENTAL CASH FLOW INFORMATION -- The Stations participate in a
centralized cash management system maintained by the Owners. Accordingly, cash
balances are not maintained at the Stations. The Stations' assets are pledged as
collateral for the Owners' long-term debt agreements.

Cash paid for interest aggregated $44,900 during 1997.

NEW ACCOUNTING PRONOUNCEMENTS -- In June 1998, the Financial Accounting
Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which the Stations will adopt during fiscal year 2000. The
adoption of SFAS No. 133 is not expected to have a material impact on the
Stations' combined financial statements.

2. ACQUISITIONS

In January 1997, ARS completed the acquisition of WAAF-FM and WWTM-AM for
an aggregate purchase price of approximately $24.8 million (the "1997
Acquisition"). The purchase price related to the 1997 Acquisition was allocated
to the assets acquired, principally intangible assets, based on their estimated
fair value at the date of acquisition. Since the acquisition, the 1997
Acquisition has been included as a component of the Boston Radio Market. The
Predecessor Owner began programming and marketing the Stations pursuant to a
Local Marketing Agreement ("LMA") in August 1996 and, as a result, proforma
financial information has not been presented as such information would not be
materially different from the amounts presented in the historical 1997 combined
statements of operations.

F-71
<PAGE> 222
THE BOSTON RADIO MARKET OF CBS RADIO, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

3. PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS

<TABLE>
<S> <C>
Property and equipment consisted of the following at
December 31, 1997:
Land and improvements..................................... $ 1,426,552
Buildings and improvements................................ 3,133,400
Broadcast equipment(1).................................... 8,847,524
Office and other equipment, furniture and fixtures........ 2,382,158
Other..................................................... 7,430
-----------
Total..................................................... 15,797,064
Less accumulated depreciation............................. (3,997,701)
-----------
Property and equipment -- net............................. $11,799,363
===========
</TABLE>

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

(1) Includes approximately $570,000 of assets recorded under a capital
lease (see Note 4).

<TABLE>
<S> <C>
Intangible assets consisted of the following at December
31, 1997:
FCC licenses (estimated life 25 years).................... $30,786,241
Goodwill (estimated life 40 years)........................ 4,246,985
Other intangibles (estimated life 1-25 years)............. 2,044,207
-----------
Total..................................................... 37,077,433
Less accumulated amortization............................. (4,070,605)
-----------
Intangible assets -- net.................................. $33,006,828
===========
</TABLE>

4. CAPITALIZED LEASE OBLIGATION

In September of 1996, an equipment lease agreement with Fleet Capital
Corporation dated May 17, 1990 was extended for an additional twenty-four
months. Upon the lease's final payment in August 1998, ownership of the property
was transferred to the Stations. Interest expense, reported within general and
administrative expense in the accompanying combined statement of operations,
aggregated $32,400 during 1997.

5. EMPLOYEE BENEFIT PLAN

Through December 31, 1997, employees of the Stations participated in a
retirement savings plan (the "Plan") sponsored by the Predecessor Owner. The
Plan is a defined contribution plan that covers eligible salaried employees who
have at least one year of service. Participants may make pre-tax contributions
to the Plan up to 10% of their compensation, not to exceed the annual limit
prescribed by the Internal Revenue Service. The Owners matched contributions to
the Plan in an amount equal to 100% of the first 5%

F-72
<PAGE> 223
THE BOSTON RADIO MARKET OF CBS RADIO, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

of base compensation that a participant contributes to the Plan, unless
otherwise determined by annual resolution. The Stations were charged $90,000 by
the Predecessor Owner for the year ended December 31, 1997.

6. COMMITMENTS AND CONTINGENCIES

BROADCAST RIGHTS -- At December 31, 1997, the Stations were committed to
the purchase of broadcast rights for various sports events and other
programming, including on-air talent, aggregating approximately $21,134,000.
This programming is not yet available for broadcast. As of December 31, 1997,
aggregate payments related to these commitments during the next five years are
as follows (in thousands):

LEASES -- The Stations lease various offices, studios, and broadcast and
other equipment under operating leases that expire over various terms. Most
leases contain renewal options with specified increases in lease payments in the
event of renewal by the Stations.

Future minimum rental payments required under noncancellable operating
leases in effect at December 31, 1997 are approximately as follows (in
thousands):

<TABLE>
<S> <C>
Year Ending December 31
1998........................................................ $ 620
1999........................................................ 473
2000........................................................ 295
2001........................................................ 286
2002........................................................ 187
Thereafter.................................................. 1,378
------
Total....................................................... $3,239
======
</TABLE>

Aggregate rent expense under operating leases for the year ended December
31, 1997 approximated $438,000.

AUDIENCE RATING AND OTHER SERVICE EMPLOYMENT CONTRACTS -- The Stations have
entered into various noncancellable audience rating and other service and
employment contracts that expire over the next five years. Most of these
audience rating and other service agreements are subject to escalation clauses
and may be renewed for successive

F-73
<PAGE> 224
THE BOSTON RADIO MARKET OF CBS RADIO, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

periods ranging from one to five years on terms similar to current agreements,
except for specified increases in payments. Certain of these contracts will not
be assumed by Entercom.

Future minimum payments required under these contracts at December 31, 1997
are as follows (in thousands):

<TABLE>
<S> <C>
1998........................................................ $2,481
1999........................................................ 2,573
2000........................................................ 1,725
2001........................................................ 699
2002........................................................ 648
------
Total....................................................... $8,126
======
</TABLE>

Total expense under these contracts for the year ended December 31, 1997
approximated $2,574,000.

LITIGATION -- CBS has agreed to indemnify Entercom for any litigation
expenses associated with the Stations prior to the acquisition by Entercom.

* * * * * *

7. SUBSEQUENT EVENT

In relation to the agreement of sale between CBS Radio Inc. and Entercom
Communications Corp., Entercom Communications Corp. began operating WEEI-AM and
WRKO-AM on September 21, 1998 and WEGQ-FM, WAAF-FM, and WWTM-AM on September 23,
1998 under a time brokerage agreement. Under the time brokerage agreement, CBS
Radio Inc. will permit Entercom Communications Corp. to program and market the
Boston Radio Market for a fee of $590,000 per month.

On December 11, 1998 CBS Radio Inc. sold the net assets of WRKO-AM and
WEEI-AM, which comprise a portion of the Boston Radio Market, to Entercom
Communications Corp. for a purchase price of $82.0 million.

F-74
<PAGE> 225

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Sinclair Broadcast Group, Inc.:

We have audited the accompanying consolidated balance sheets of the
Sinclair Broadcast Group, Inc. (a Maryland corporation) and
subsidiaries -- Radio Division (the "Company") as of December 31, 1997 and 1998,
and March 31, 1999, and the related consolidated statements of operations,
stockholders' equity and cash flows for the seven months ended December 31,
1996, the years ended December 31, 1997 and 1998, and the three months ended
March 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Sinclair Broadcast
Group, Inc. and subsidiaries -- Radio Division, as of December 31, 1997 and
1998, and March 31, 1999, and the results of its operations and its cash flows
for the seven months ended December 31, 1996, the years ended December 31, 1997
and 1998, and the three months ended March 31, 1999, in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Baltimore, Maryland,
July 26, 1999, except for Note 10,
as to which the date is August 5, 1999

F-75
<PAGE> 226

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
------------------- MARCH 31,
1997 1998 1999
-------- -------- ---------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 598 $ 878 $ 940
Accounts receivable, net of allowance for doubtful
accounts of $623, $1,100 and $1,144, respectively....... 11,612 21,731 16,254
Prepaid expenses and other current assets................. 398 551 687
Deferred barter costs..................................... 1,187 2,043 2,548
Deferred tax asset........................................ 226 -- --
-------- -------- --------
Total current assets...................................... 14,021 25,203 20,429
PROPERTY AND EQUIPMENT, net................................. 23,586 31,653 31,502
OTHER ASSETS................................................ 20,664 9,662 10,277
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net of accumulated
amortization of $11,609, $23,454 and $26,967,
respectively.............................................. 227,036 363,190 359,677
-------- -------- --------
Total Assets............................................ $285,307 $429,708 $421,885
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 393 $ 258 $ 566
Accrued liabilities....................................... 1,952 5,084 4,218
Sports rights contracts................................... 860 650 --
Deferred barter revenue................................... 1,315 1,848 2,289
Deferred tax liabilities.................................. -- 35 47
-------- -------- --------
Total current liabilities................................. 4,520 7,875 7,120
LONG-TERM LIABILITIES:
Parent company indebtedness............................... 172,405 329,060 323,787
Other long-term liabilities............................... -- 176 162
Deferred tax liabilities, less current portion............ 5,759 6,867 7,197
-------- -------- --------
Total liabilities....................................... 182,684 343,978 338,266
-------- -------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Contributed Capital....................................... 110,000 90,000 90,000
Accumulated deficit....................................... (7,377) (4,270) (6,381)
-------- -------- --------
Total stockholders' equity.............................. 102,623 85,730 83,619
-------- -------- --------
Total Liabilities and Stockholders' Equity.............. $285,307 $429,708 $421,885
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-76
<PAGE> 227

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE
SEVEN MONTHS YEARS ENDED MONTHS
ENDED DECEMBER 31, ENDED
DECEMBER 31, ------------------- MARCH 31,
1996 1997 1998 1999
------------ -------- -------- ---------
<S> <C> <C> <C> <C>
REVENUES:
Station broadcast revenues, net of agency
commissions of $3,945, $6,529, $10,707 and
$2,784, respectively............................. $33,725 $ 55,778 $ 87,771 $21,796
Revenues realized from station barter
arrangements..................................... 2,269 2,610 3,810 927
------- -------- -------- -------
Total revenues................................ 35,994 58,388 91,581 22,723
------- -------- -------- -------
OPERATING EXPENSES:
Program and production............................. 9,521 15,445 23,994 6,754
Sport rights....................................... 2,425 2,500 2,950 --
Selling, general and administrative................ 12,338 21,943 29,719 8,955
Corporate expenses................................. 1,720 2,893 3,465 847
Depreciation and amortization...................... 4,516 11,350 16,117 4,424
------- -------- -------- -------
Total operating expenses...................... 30,520 54,131 76,245 20,980
------- -------- -------- -------
Broadcast operating income......................... 5,474 4,257 15,336 1,743
------- -------- -------- -------
OTHER INCOME (EXPENSE):
Interest on parent company indebtedness............ (7,308) (12,137) (16,659) (4,938)
Gain on sale of broadcast asset.................... -- -- 13,640 --
Loss on sale of broadcast asset.................... -- -- (2,860) --
Other income (expense)............................. -- (2) (1) 107
------- -------- -------- -------
Income (loss) before (provision) benefit for income
taxes and extraordinary item..................... (1,834) (7,882) 9,456 (3,088)
INCOME TAX (PROVISION) BENEFIT..................... 78 2,261 (4,200) 977
------- -------- -------- -------
Net income (loss) before extraordinary loss........ (1,756) (5,621) 5,256 (2,111)
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, net of
related income tax benefit of $1,432............. -- -- (2,149) --
------- -------- -------- -------
NET INCOME (LOSS).................................. $(1,756) $ (5,621) $ 3,107 $(2,111)
======= ======== ======== =======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-77
<PAGE> 228

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
CONTRIBUTED ACCUMULATED STOCKHOLDERS'
CAPITAL DEFICIT EQUITY
----------- ----------- -------------
<S> <C> <C> <C>
BALANCE, June 1, 1996................... $110,000 $ -- $110,000
Net loss.............................. -- (1,756) (1,756)
-------- ------- --------
BALANCE, December 31, 1996.............. 110,000 (1,756) 108,244
Net loss.............................. -- (5,621) (5,621)
-------- ------- --------
BALANCE, December 31, 1997.............. 110,000 (7,377) 102,623
Distribution of capital............... (20,000) -- (20,000)
Net income............................ -- 3,107 3,107
-------- ------- --------
BALANCE, December 31, 1998.............. 90,000 (4,270) 85,730
Net loss.............................. -- (2,111) (2,111)
-------- ------- --------
BALANCE, March 31, 1999................. $ 90,000 $(6,381) $ 83,619
======== ======= ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-78
<PAGE> 229

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES-RADIO DIVISION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SEVEN MONTHS YEARS ENDED THREE MONTHS
ENDED DECEMBER 31, ENDED
DECEMBER 31, ------------------- MARCH 31,
1996 1997 1998 1999
------------ ------- --------- ------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)..................................... $ (1,756) $(5,621) $ 3,107 $(2,111)
Adjustments to reconcile net income (loss) to net cash
flows from operating activities --
Gain on sales of assets............................... -- -- (13,640) --
Loss on sale of assets................................ -- -- 2,860 --
Loss on early extinguishment of debt.................. -- -- 3,581 --
Depreciation and amortization......................... 4,516 11,350 16,117 4,424
Sports rights......................................... 2,425 2,500 2,950 --
Deferred tax provision (benefit)...................... 1,050 4,483 1,369 342
Changes in assets and liabilities, net of effects of
acquisitions and dispositions --
(Increase) decrease in accounts receivable, net....... (12,053) (328) (9,378) 5,477
(Increase) decrease in prepaid expenses and other
current assets..................................... (58) (182) 280 (136)
Increase (decrease) in accounts payable and accrued
liabilities........................................ 3,440 (1,628) (444) (558)
Net effect of change in deferred barter revenue and
deferred barter costs.............................. (491) 626 (185) (64)
Increase (decrease) in other long-term liabilities.... -- -- 176 (14)
Payments on sports rights contracts................... (1,615) (2,450) (3,160) (650)
--------- ------- --------- -------
Net cash flows from operating activities.............. (4,542) 8,750 3,633 6,710
--------- ------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment................. (206) (2,717) (3,419) (760)
Acquisition of radio stations......................... (169,371) (3,143) (204,940) --
Proceeds from sale of broadcast assets................ -- -- 72,114 --
--------- ------- --------- -------
Net cash flows from investing activities.............. (169,577) (5,860) (136,245) (760)
--------- ------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in parent company indebtedness............. 5,128 (5,815) (52,048) (5,888)
Borrowings from parent company related to
acquisitions....................................... 169,371 3,143 204,940 --
Distribution of capital to parent company............. -- -- (20,000) --
--------- ------- --------- -------
Net cash flows from financing activities.............. 174,499 (2,672) 132,892 (5,888)
--------- ------- --------- -------
NET INCREASE IN CASH.................................... 380 218 280 62
CASH, beginning of period............................. -- 380 598 878
--------- ------- --------- -------
CASH, end of period................................... $ 380 $ 598 $ 878 $ 940
========= ======= ========= =======
SUPPLEMENTAL INFORMATION:
Parent company capital contribution related to
acquisitions....................................... $ 110,000 $ -- $ -- $ --
========= ======= ========= =======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-79
<PAGE> 230

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997 AND 1998, AND MARCH 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The Sinclair Broadcast Group, Inc. and subsidiaries -- Radio Division ("the
Company") was formed through acquisition. Sinclair Broadcast Group, Inc. ("SBG")
entered into the radio business in May 1996 when it acquired radio stations from
River City Broadcasting LLP ("River City"). As a result of the River City
acquisition, the Company now owns radio stations serving the Memphis, Buffalo
and Wilkes-Barre/ Scranton markets. In addition, SBG purchased from River City
the right to acquire certain radio stations serving the Greenville/Spartansburg/
Asheville market and exercised the right to acquire these stations in July 1998.
In March and July 1998, SBG acquired radio stations from Heritage Media
Services, Inc. ("Heritage") serving the Kansas City, Milwaukee and New Orleans
markets. In July 1998, SBG acquired radio stations from Max Media Properties,
LLC ("Max Media") serving the Greensboro/Winston Salem/ High-Point and Norfolk
markets. These acquisitions and other less significant acquisitions and
dispositions have been recorded under the purchase method of accounting.

The divisional financial statements include operating results of SBG's
radio assets acquired from their respective dates of acquisition (see Note 8),
excluding the radio stations operating in the St. Louis market (See Note 10).
These consolidated financial statements have been prepared from SBG's historical
accounting records and present the operations of the Radio Division as if the
Company had been a separate entity for all periods presented. During these
periods, SBG provided various services to the Company (see Note 4). Furthermore,
acquisitions consummated by SBG have been presented as if they were made by the
Company and the consideration to effect these acquisitions was both loaned and
contributed by SBG. All significant intercompany transactions and account
balances have been eliminated in consolidation.

The financial information included herein may not necessarily reflect the
consolidated results of operations, financial position, changes in stockholders'
equity and cash flows of the Company in the future or what they would have been
had it been a separate, stand-alone entity during the periods presented.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. On an
ongoing basis, management reviews its estimates, including those related to
intangible assets, sports rights contracts, allowances for doubtful accounts,
income taxes and litigation based on currently available information. Changes in
facts and circumstances may result in revised estimates.

F-80
<PAGE> 231
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of financial instruments is determined by the
Company using the best available market information and appropriate valuation
methodologies. However, considerable judgment is necessary in interpreting
market data to develop the estimates of fair value. Accordingly, the estimates
are not necessarily indicative of the amounts that the Company could realize in
a current market exchange or the value that ultimately will be realized by the
Company upon maturity or disposition. The use of different market assumptions or
estimation methodologies may have a material effect on the estimated fair value
amounts.

Most of the Company's financial instruments, including cash, accounts
receivable and payable and accruals are short-term in nature. Accordingly, the
carrying amount of the Company's financial instruments approximates their fair
value.

Interest rates on the Company's intercompany debt are based upon SBG's
floating interest rate. Management believes that these rates are at fair market
value; however, these rates may not be reflective of rates available to the
Company as a stand-alone entity.

BARTER ARRANGEMENTS

The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred barter
revenue. The deferred barter costs are expensed or capitalized as they are used,
consumed or received. Deferred barter revenue is recognized as the related
advertising is aired.

SPORTS RIGHTS

The Company has agreements for the rights to air sports programming over
contract periods which generally run from one to three years. Contract payments
are made in installments over terms that are generally shorter than the contract
period. The aggregate amount of programming rights for each season is recorded
as an asset and a liability during the season in which the sports programming
become available to be aired. The portion of the sport rights contract payable
within one year is reflected as a current liability in the accompanying
consolidated balance sheets. Amortization of sports rights is recognized on a
straight-line basis over the period which the sports programming is aired.
Additionally, the Company has entered into noncancellable commitments for sports
programming rights over the next four years, aggregating $10.5 million as of
March 31, 1999.

The Company has estimated the fair value of these noncancellable
commitments at approximately $9.0 million at March 31, 1999. These estimates are
based on future cash flows discounted at the Company's current borrowing rate.

F-81
<PAGE> 232
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

OTHER ASSETS

Other assets consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- MARCH 31,
1997 1998 1999
------- ------ ---------
<S> <C> <C> <C>
Deferred debt acquisition costs.................. $ 4,387 $ -- $ --
Equity investments............................... -- 1,500 1,500
Deposits and other costs related to future
acquisitions................................... 11,377 6,162 6,777
Purchase options................................. 4,900 2,000 2,000
------- ------ -------
$20,664 $9,662 $10,277
======= ====== =======
</TABLE>

ACQUIRED INTANGIBLE BROADCASTING ASSETS

Acquired intangible broadcasting assets are being amortized on a
straight-line basis over periods of 15 to 40 years. These amounts result from
the acquisition of radio station broadcasting assets. The Company monitors and
continually evaluates the realizability of intangible and tangible assets and
the existence of any impairment to its recoverability based on the projected
undiscounted cash flows of the respective stations. Management believes that the
carrying amounts of the Company's tangible and intangible assets have not been
impaired.

Intangible broadcasting assets, at cost, as of December 31, 1997 and 1998,
and March 31, 1999, consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
AMORTIZATION -------------------- MARCH 31,
PERIOD 1997 1998 1999
------------ -------- -------- ---------
<S> <C> <C> <C> <C>
Goodwill........................ 40 years $ 79,462 $114,690 $114,690
Decaying advertiser base........ 15 years 9,730 10,757 10,757
FCC licenses.................... 25 years 149,453 255,285 255,285
Network affiliations............ 25 years -- 2,061 2,061
Other........................... 15 years -- 3,851 3,851
-------- -------- --------
238,645 386,644 386,644
Less: Accumulated
amortization.................. (11,609) (23,454) (26,967)
-------- -------- --------
$227,036 $363,190 $359,677
======== ======== ========
</TABLE>

F-82
<PAGE> 233
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ACCRUED LIABILITIES

Accrued liabilities consist of the following as of December 31, 1997 and
1998, and as of March 31, 1999 (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
---------------- MARCH 31,
1997 1998 1999
------ ------ ---------
<S> <C> <C> <C>
Compensation...................................... $1,600 $3,092 $2,788
Other............................................. 352 1,992 1,430
------ ------ ------
$1,952 $5,084 $4,218
====== ====== ======
</TABLE>

REVENUE RECOGNITION

Broadcasting revenues are derived principally from the sale of radio
advertising spots to local, regional and national advertisers. Advertising
revenue is recognized in the period during which the program time and spot
announcements are broadcast.

NEW PRONOUNCEMENTS

In June 1997, SFAS No. 130, "Reporting Comprehensive Income" was issued.
SFAS No. 130 requires that an enterprise report by major component and as a
single total the change in its net assets from nonowner sources during the
period. This statement is effective for fiscal years beginning after December
15, 1997, and was adopted during 1998. Adoption of this statement did not impact
the Company's combined financial position, results of operations or cash flows.

2. PROPERTY AND EQUIPMENT:

Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed under the straight-line method over the following
estimated useful lives:

<TABLE>
<S> <C>
Buildings and improvements............................... 10 - 35 years
Station equipment........................................ 5 - 10 years
Office furniture and equipment........................... 5 - 10 years
Leasehold improvements................................... 10 - 31 years
Automotive equipment..................................... 3 - 5 years
</TABLE>

F-83
<PAGE> 234
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Property and equipment consists of the following as of December 31, 1997
and 1998, and as of March 31, 1999 (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------------ MARCH 31,
1997 1998 1999
------- ------- ---------
<S> <C> <C> <C>
Land and improvements........................... $ 2,994 $ 1,558 $ 1,558
Buildings and improvements...................... 5,535 5,247 5,247
Station equipment............................... 16,073 24,292 24,564
Office furniture and equipment.................. 1,507 3,073 3,438
Leasehold improvements.......................... 136 1,541 1,679
Automotive equipment............................ 684 1,398 1,378
------- ------- -------
26,929 37,109 37,864
Less: Accumulated depreciation and
amortization.................................. (3,343) (5,456) (6,362)
------- ------- -------
$23,586 $31,653 $31,502
======= ======= =======
</TABLE>

3. PARENT COMPANY INDEBTEDNESS:

In connection with the acquisitions discussed in Note 8, SBG made loans to
the Company. The Company has been charged interest on these loans at a rate of
interest equal to SBG's annual weighted average borrowing rate on its
outstanding indebtedness. The weighted average interest rates on parent company
indebtedness for the seven months ended December 31, 1996, the years ended
December 31, 1997 and 1998, and the three months ended March 31, 1999, were
9.0%, 7.9%, 6.6% and 6.3%, respectively.

Substantially all of the Company's assets have been pledged as security for
SBG's notes payable and commercial bank financing. Additionally, the operations
of the Company have been utilized to service the debt principal and interest
payments of SBG.

As part of the River City Acquisition (see Note 8), a portion of the
deferred financing costs incurred by SBG as a result of obtaining a Bank Credit
Agreement were allocated to the Radio Division. In 1998, SBG entered into a new
Bank Credit Agreement resulting in an extraordinary loss of $2.1 million, net of
a tax benefit of $1.4 million allocable to the Radio Division. The extraordinary
loss represents the write-off of debt acquisition costs associated with
indebtedness replaced by a new facility.

4. RELATED PARTY TRANSACTIONS:

The Company has utilized various services provided by SBG or its
subsidiaires. These services included, among others, certain investor relations,
executive, human resources, legal, investment, finance, real estate, information
management, internal audit, tax, transportation and treasury. The costs of such
services have been allocated according to established methodologies and are
determined on an annual basis by SBG. Such methodologies depend on the specific
service provided and include allocating costs that directly relate to the
Company or allocating costs that represent a pro rata portion of the

F-84
<PAGE> 235
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

total costs for the services provided. Management of the Company believes these
allocations to be a fair and reasonable share of such costs. For the seven
months ended December 31, 1996, for the years ended December 31, 1997 and 1998,
and for the three months ended March 31, 1999, allocated expenses of
approximately $1.7 million, $2.9 million, $3.5 million, and $0.8 million,
respectively, were included in the consolidated statements of operations of the
Company. Substantially all costs relating to direct intercompany services have
been reflected in the accompanying combined financial statements.

The Company's radio stations and SBG's television stations have
historically provided broadcast time to each other. The revenues or costs
associated with these intercompany transactions were not significant in the
periods presented.

The Company and SBG have entered into joint advertising arrangements.
Revenues are distributed to the parties providing the services based upon the
contract terms. The revenues associated with such sales were not significant in
the periods presented.

5. INCOME TAXES:

Income taxes are provided using the asset and liability method in
accordance with SFAS No. 109, "Accounting for Income Taxes." Deferred tax assets
and liabilities are recognized based on differences between book and tax basis
of assets and liabilities using presently enacted tax rates. The provision for
income taxes is the sum of the amount of income tax paid or payable for the year
as determined by applying the provisions of enacted tax laws to taxable income
for that year and the net changes during the year in the Company's deferred tax
assets and liabilities other than changes arising from acquisitions and
dispositions.

SBG files a consolidated federal tax return and separate state tax returns
for each of its subsidiaries. It is SBG's policy to reimburse the Company for
its federal net operating losses when generated through intercompany charges.
The Company is responsible for its current state tax liabilities. The
accompanying financial statements have been prepared in accordance with the
separate return method of FASB 109, whereby the allocation of federal tax
provision due to the parent is based on what the subsidiary's current and
deferred federal tax provision would have been had the subsidiary filed a
federal income tax return outside its consolidated group. Given that SBG is
required to reimburse the Company for its federal net operating losses when
generated, the value of the tax effected federal net operating losses is
recorded as an intercompany charge and included as a reduction of the due to
parent amount in the accompanying balance sheets.

F-85
<PAGE> 236
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The (provision) benefit for income taxes consists of the following as of
the seven months ended December 31, 1996, the years ended December 31, 1997 and
1998, and the three months ended March 31, 1999 (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- MARCH 31,
1996 1997 1998 1999
----- ------ ------- ---------
<S> <C> <C> <C> <C>
(Provision) benefit for income taxes
before extraordinary items............ $ 78 $2,261 $(4,200) $ 977
Income tax effect of extraordinary
items................................. -- -- 1,432 --
----- ------ ------- ------
$ 78 $2,261 $(2,768) $ 977
===== ====== ======= ======
Current:
Federal................................. $ -- $ -- $ (61) $ --
State................................... (667) (802) (806) (185)
----- ------ ------- ------
(667) (802) (867) (185)
----- ------ ------- ------
Deferred:
Federal................................. 705 2,737 (1,922) 1,005
State................................... 40 326 21 157
----- ------ ------- ------
745 3,063 (1,901) 1,162
----- ------ ------- ------
$ 78 $2,261 $(2,768) $ 977
===== ====== ======= ======
</TABLE>

The following is a reconciliation of federal income taxes at the applicable
statutory rate to the recorded (provision) benefit (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- MARCH 31,
1996 1997 1998 1999
----- ---- ----- ---------
<S> <C> <C> <C> <C>
Statutory federal income taxes.............. 35.0% 35.0% (35.0)% 35.0%
Adjustments --
State income and franchise taxes, net
of federal effect.................... (22.6) (4.0) (8.8) (0.6)
Nondeductible expense items............ (9.2) (3.1) (5.1) (4.0)
Other.................................. 1.1 0.8 1.8 1.2
----- ---- ----- ----
(Provision) benefit for income taxes........ 4.3% 28.7% (47.1)% 31.6%
===== ==== ===== ====
</TABLE>

Temporary differences between the financial reporting carrying amounts and
the tax basis of assets and liabilities give rise to deferred taxes. The Company
has a net deferred tax liability of $5.5 million, $6.9 million and $7.2 million
as of December 31, 1997 and 1998, and as of March 31, 1999, respectively. The
realization of deferred tax assets is contingent upon the Company's ability to
generate sufficient future taxable income to

F-86
<PAGE> 237
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

realize the future tax benefits associated with the deferred tax assets.
Management believes that deferred assets will be realized through future
operating results.

Total deferred tax assets and deferred tax liabilities as of December 31,
1997 and 1998, and as of March 31, 1999, including the effects of the source of
differences between financial accounting and tax bases of the Company's assets
and liabilities which give rise to the deferred tax assets and deferred tax
liabilities and the tax effect of each are as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- MARCH 31,
1997 1998 1999
------ ------- ---------
<S> <C> <C> <C>
Deferred Tax Assets:
Accruals and reserves.......................... $ 417 $ 413 $ 435
Loss on disposal of fixed assets............... -- 1,829 2,336
State net operating losses..................... 1,244 1,735 1,965
Tax credits.................................... -- 61 61
Other.......................................... 2 -- --
------ ------- -------
$1,663 $ 4,038 $ 4,797
====== ======= =======
Deferred Tax Liabilities:
FCC license.................................... $1,837 $ 4,534 $ 5,062
Fixed assets and intangibles................... 5,359 6,406 6,979
------ ------- -------
$7,196 $10,940 $12,041
====== ======= =======
</TABLE>

6. EMPLOYEE BENEFITS:

Employees of the Company participate in the Sinclair Broadcast Group, Inc.
401(k) Profit Sharing Plan and Trust (the "SBG Plan") which covers eligible
employees of the Company. Contributions made to the SBG Plan include an employee
elected salary reduction amount, company matching contributions and a
discretionary amount determined each year by SBG's Board of Directors. During
December 1997, SBG registered 800,000 shares of its Class "A" Common Stock with
the Securities and Exchange Commission (the "Commission") to be issued as a
matching contribution for the 1997 plan year and subsequent plan years. The
Company's 401(k) expense for the periods ended December 31, 1996, 1997 and 1998,
and the three months ended March 31, 1999, was $91,000, $177,000, $299,000 and
$89,000, respectively.

7. COMMITMENTS AND CONTINGENCIES:

LITIGATION

The Company is involved in certain litigation matters arising in the normal
course of business. In the opinion of management, these matters are not
significant and will not have a material adverse effect on the Company's
financial position.

F-87
<PAGE> 238
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

OPERATING LEASES

The Company leases certain property and equipment under noncancellable
operating lease agreements. Future minimum lease payments under noncancellable
operating leases beginning April 1, 1999, are approximately (in thousands):

<TABLE>
<S> <C>
April 1, 1999 to December 31, 1999.......................... $ 1,985
2000........................................................ 2,445
2001........................................................ 2,169
2002........................................................ 1,944
2003........................................................ 1,481
2004 and thereafter......................................... 17,050
-------
$27,074
=======
</TABLE>

8. ACQUISITIONS:

The acquisitions consummated by SBG have been presented as if they were
made by the Company and the consideration to effect these acquisitions was
either contributed or loaned by SBG.

RIVER CITY ACQUISITION

In May 1996, the Company entered into the radio business when it acquired
radio stations from River City Broadcasting LLP ("River City"). As a result of
the River City acquisition, the Company currently owns stations serving the
Memphis, Buffalo, Wilkes-Barre/Scranton and New Orleans radio markets. In
addition, the Company acquired radio stations in the Nashville and Los Angeles
markets which were sold during 1998 (see 1998 Acquisitions and Dispositions
discussed below). The Company also purchased options to acquire additional radio
stations in the Buffalo, Wilkes-Barre/Scranton and Greenville/Spartansburg/
Asheville markets which have all since been exercised. In order to complete the
acquisition, SBG made loans and contributed capital to the Company totaling
$169.4 million and $110.0 million, respectively.

The acquisition was accounted for under the purchase method of accounting
whereby the purchase price was allocated to property and programming assets,
acquired intangible broadcasting assets and other intangible assets for $22.0
million, $225.9 million and $31.5 million, respectively, based upon an
independent appraisal.

1997 ACQUISITIONS

During 1997, the Company exercised its options to acquire radio stations in
the Wilkes-Barre/Scranton and Buffalo markets. These options were purchased in
connection with the River City Acquisition. The total option exercise price of
$3.1 million was allocated to acquired intangible broadcasting assets.

F-88
<PAGE> 239
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1998 ACQUISITIONS AND DISPOSITIONS

HERITAGE ACQUISITION. In March 1998, the Company completed the purchase of
certain radio broadcast assets of Heritage Media Services, Inc. ("Heritage").
Pursuant to this acquisition, the Company now owns radio stations serving the
Kansas City and Milwaukee markets. In July 1998, the Company acquired three
radio stations in the New Orleans, Louisiana, market and simultaneously disposed
of two of those stations (see Centennial Disposition below). In order to
complete the acquisition, SBG made loans to the Company totaling $121.1 million.
The acquisition was accounted for under the purchase method of accounting
whereby the net purchase price for stations was allocated to property and
programming assets, acquired intangible broadcasting assets and other intangible
assets for $5.1 million, $104.1 million and $11.9 million, respectively, based
on an independent appraisal.

SFX DISPOSITION. In May 1998, the Company completed the sale of its radio
stations located in the Nashville, Tennessee, market to SFX Broadcasting, Inc.
for aggregate consideration of approximately $35.0 million (the "SFX
Disposition"). The disposal included the sale of property and programming assets
and intangible assets. In connection with the disposition, the Company
recognized a $5.2 million gain on the sale and utilized the proceeds to reduce
parent company indebtedness.

MAX MEDIA ACQUISITION. In July 1998, the Company directly or indirectly
acquired all of the equity interests of Max Media Properties LLC ("Max Media").
As a result of this acquisition, the Company now owns radio stations serving the
Greensboro and Norfolk markets. In order to complete the acquisition, SBG made
loans to the Company totaling $78.3 million. The acquisition was accounted for
under the purchase method of accounting whereby the purchase price was allocated
to property and programming assets and acquired intangible broadcasting assets
for $4.8 million and $73.5 million, respectively, based on an independent
appraisal.

CENTENNIAL DISPOSITION. In July 1998, the Company completed the sale of the
assets of radio stations WRNO-FM, KMEZ-FM and WBYU-AM in New Orleans, Louisiana,
to Centennial Broadcasting for $16.1 million in cash and recognized a loss on
the sale of $2.9 million. The Company acquired KMEZ-FM in connection with the
River City Acquisition in May of 1996 and acquired WRNO-FM and WBYU-AM in New
Orleans from Heritage in July 1998. The Company was required to divest WRNO-FM,
KMEZ-FM and WBYU-AM to meet certain regulatory ownership guidelines. The Company
utilized the proceeds to reduce parent company indebtedness.

GREENVILLE ACQUISITION. In July 1998, the Company acquired three radio
stations in the Greenville/Spartansburg market from Keymarket Radio of South
Carolina, Inc. for purchase price consideration involving the forgiveness of
approximately $8.0 million of indebtedness. Concurrently with the acquisition,
the Company acquired an additional two radio stations in the same market from
Spartan Broadcasting for a purchase price of approximately $5.2 million. The
acquisition was accounted for under the purchase method of accounting whereby
the purchase price was allocated to property and acquired intangible
broadcasting assets for $5.0 million and $10.1 million, respectively, based on
an independent appraisal.

F-89
<PAGE> 240
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RADIO UNICA DISPOSITION. In July 1998, the Company completed the sale of
KBLA-AM in Los Angeles, California, to Radio Unica Corp. for approximately $21.0
million in cash. In connection with the disposition, the Company recognized a
$8.4 million gain. The disposal included the sale of property and programming
assets and intangible assets. The Company utilized the proceeds from the sale to
reduce parent company indebtedness.

9. UNAUDITED PRO FORMA SUMMARY RESULTS OF OPERATIONS:

The following unaudited pro forma summary presents the consolidated results
of operations for the years ended December 31, 1997 and 1998, as if significant
acquisitions and dispositions completed through December 31, 1998, had occurred
at the beginning of 1997. These pro forma results have been prepared for
comparative purposes only and do not purport to be indicative of what would have
occurred had significant acquisitions and dispositions been made as of that date
or of results which may occur in the future:

<TABLE>
<CAPTION>
(UNAUDITED)
-------------------
1997 1998
------- --------
<S> <C> <C>
Net revenues.............................................. $93,148 $102,340
======= ========
Net income before extraordinary item...................... $(4,970) $ 4,127
======= ========
Net income (loss)......................................... $(4,970) $ 2,189
======= ========
</TABLE>

10. SUBSEQUENT EVENT:

ST. LOUIS PURCHASE OPTION. In connection with the acquisition of River
City, the Company entered into a five year agreement (the "Baker Agreement")
with Barry Baker (the Chief Executive Officer of River City) pursuant to which
Mr. Baker served as a consultant to the Company until terminating such services
effective March 8, 1999 (the "Termination Date"). As of February 8, 1999, the
conditions to Mr. Baker becoming an officer of the Company had not been
satisfied, and on that date Mr. Baker and the Company entered into a termination
agreement, effective on March 8, 1999. Mr. Baker had certain rights as a
consequence of the termination of the Baker Agreement. These rights included Mr.
Baker's right to purchase, at fair market value, the radio stations owned by the
Company serving the St. Louis, Missouri market.

In June 1999, the Company received a letter from Mr. Baker in which Mr.
Baker elected to exercise his option to purchase the radio properties of the
Company in the St. Louis market for their fair market value. In his letter, Mr.
Baker names Emmis Communications Corporation ("Emmis") as his designee. Sinclair
is evaluating the validity of Mr. Baker's designation of Emmis. In light of the
foregoing, the fact that negotiations of a definitive purchase agreement are yet
to commence, that a fair market value has not been determined, and that
approvals would be required from both the Department of Justice and the Federal
Communications Commission, there can be no assurance that the transactions
contemplated by the option will be consummated.

F-90
<PAGE> 241
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ENTERCOM DISPOSITION. In July 1999, the Company entered into an agreement
to sell 46 radio stations in nine markets to Entercom Communications Corporation
("Entercom") for $824.5 million in cash (the "Entercom Disposition"). After the
completion of this transaction, the Company will have divested of all of its
stations with the exception of those serving the St. Louis market. The St. Louis
market is subject to a purchase option and may be acquired by another third
party as discussed above. The Entercom Disposition is subject to FCC and
Department of Justice approval.

KXOK-FM ACQUISITION. In August 1999, the Company completed the purchase of
radio station KXOK-FM in St. Louis, Missouri for a purchase price of $14.1
million in cash. KXOK is also subject to the St. Louis Purchase Option described
above.

F-91
<PAGE> 242

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash................................................... $ 878 $ 1,133
Accounts receivable, net............................... 21,731 21,501
Prepaid expenses and other current assets.............. 551 899
Deferred barter costs.................................. 2,043 2,784
-------- --------
Total current assets........................... 25,203 26,317
PROPERTY AND EQUIPMENT, net.............................. 31,653 31,971
OTHER ASSETS............................................. 9,662 10,919
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net............. 363,190 363,953
-------- --------
Total Assets................................... $429,708 $433,160
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable....................................... $ 258 $ 1,107
Accrued liabilities.................................... 5,084 4,604
Sports rights contracts................................ 650 --
Deferred barter revenues............................... 1,848 2,447
Deferred tax liabilities............................... 35 61
-------- --------
Total current liabilities...................... 7,875 8,219
LONG-TERM LIABILITIES:
Parent company indebtedness............................ 329,060 331,325
Other long term liabilities............................ 176 139
Deferred tax liabilities, less current portion......... 6,867 8,881
-------- --------
Total liabilities.............................. 343,978 348,564
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
Contributed capital.................................... 90,000 90,000
Accumulated deficit.................................... (4,270) (5,404)
-------- --------
Total stockholder's equity..................... 85,730 84,596
-------- --------
Total Liabilities and Stockholder's Equity..... $429,708 $433,160
======== ========
</TABLE>

The accompanying notes are an integral part of these unaudited balance sheets.

F-92
<PAGE> 243

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
1998 1999
------- -------
<S> <C> <C>
REVENUES:
Station broadcast revenues, net of agency commissions.... $31,813 $50,710
Revenues realized from station barter arrangements....... 1,658 1,927
------- -------
Total revenues................................... 33,471 52,637
------- -------
OPERATING EXPENSES:
Program and production................................... 9,067 14,834
Selling, general and administrative...................... 12,037 18,784
Corporate expenses....................................... 1,511 1,626
Depreciation and amortization............................ 7,022 8,896
------- -------
Total operating expenses......................... 29,637 44,140
------- -------
Broadcast operating income....................... 3,834 8,497
------- -------
OTHER INCOME (EXPENSE):
Interest on parent company indebtedness.................. (8,256) (9,738)
Net gain (loss) on sale of broadcast assets.............. 5,225 (30)
Other income............................................. 22 61
------- -------
Income (loss) before (provision) benefit for
income taxes and extraordinary item........... 825 (1,210)
INCOME TAX (PROVISION) BENEFIT............................. (370) 76
------- -------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM................ 455 (1,134)
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, net of related
income tax benefit of $1,432.......................... (2,149) --
------- -------
NET LOSS................................................... $(1,694) $(1,134)
======= =======
</TABLE>

The accompanying notes are an integral part of these unaudited consolidated
statements.

F-93
<PAGE> 244

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------
1998 1999
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (1,694) $(1,134)
Adjustments to reconcile net loss to net cash flows from
operating activities-
Extraordinary loss on early extinguishment of debt..... 3,581 --
Gain on sale of broadcast assets....................... (5,225) --
Depreciation and amortization.......................... 7,022 8,896
Deferred tax (benefit) provision....................... (1,326) 2,040
Changes in assets and liabilities, net of effects of
acquisitions and dispositions-
(Increase) decrease in accounts receivable, net........ (2,328) 230
Decrease (increase) in prepaid expenses and other
current assets....................................... 260 (348)
Increase in accounts payable and accrued liabilities... 731 365
Net effect of change in deferred barter revenues and
deferred barter costs................................ (91) (142)
Decrease in other long-term liabilities................ -- (37)
Payments on program contracts payable.................. (860) (650)
-------- -------
Net cash flows from operating activities............. 70 9,220
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment..................... (2,024) (1,314)
Acquisition of radio stations............................. (95,511) --
Proceed from sale of broadcast assets..................... 35,000 --
-------- -------
Net cash flows used in investing activities.......... (62,535) (1,314)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in parent company indebtedness................. (12,639) (7,651)
Borrowings from parent company related to acquisitions.... 95,511 --
Distribution of capital to parent company................. (20,000) --
-------- -------
Net cash flows from financing activities............. 62,872 (7,651)
-------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 407 255
CASH AND CASH EQUIVALENTS, beginning of period.............. 598 878
-------- -------
CASH AND CASH EQUIVALENTS, end of period.................... $ 1,005 $ 1,133
======== =======
</TABLE>

The accompanying notes are an integral part of these unaudited consolidated
statements.

F-94
<PAGE> 245

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The Sinclair Broadcast Group, Inc. and subsidiaries -- Radio Division ("the
Company") was formed through acquisition. Sinclair Broadcast Group, Inc. ("SBG")
entered into the radio business in May 1996 when it acquired radio stations from
River City Broadcasting LLP ("River City"). As a result of the River City
acquisition, the Company now owns radio stations serving the Memphis, Buffalo
and Wilkes-Barre/ Scranton markets. In addition, SBG purchased from River City
the right to acquire certain radio stations serving the
Greenville/Spartansburg/Asheville market and exercised the right to acquire
these stations in July 1998. In March and July 1998, SBG acquired radio stations
from Heritage Media Services, Inc. ("Heritage") serving the Kansas City,
Milwaukee and New Orleans markets. In July 1998, SBG acquired radio stations
from Max Media Properties, LLC ("Max Media") serving the Greensboro/Winston
Salem/ High-Point and Norfolk markets. These acquisitions and other less
significant acquisitions and dispositions have been recorded under the purchase
method of accounting.

The divisional financial statements include operating results of SBG's
radio assets acquired from their respective dates of acquisition, excluding the
radio stations operating in the St. Louis market (see Note 3). These
consolidated financial statements have been prepared from SBG's historical
accounting records and present the operations of the Radio Divison as if the
Company had been a separate entity for all periods presented. During these
periods, SBG provided various services to the Company (see Note 2). Furthermore,
acquisitions consummated by SBG have been presented as if they were made by the
Company and the consideration to effect these acquisitions was both loaned and
contributed by SBG. All significant intercompany transactions and account
balances have been eliminated in consolidation.

The financial information included herein may not necessarily reflect the
consolidated results of operations, financial position, changes in equity and
cash flows of the Company in the future or what they would have been had it been
a separate, stand-alone entity during the periods presented.

INTERIM FINANCIAL STATEMENTS

The consolidated financial statements for the six months ended June 30,
1998 and 1999 are unaudited, but in the opinion of management, such financial
statements have been presented on the same basis as the audited consolidated
financial statements and include all adjustments, consisting only of normal
recurring adjustments necessary for a fair presentation of the financial
position and results of operations, and cash flows for these periods.

As permitted under the applicable rules and regulations of the Securities
and Exchange Commission, these financial statements do not include all
disclosures normally included with audited consolidated financial statements,
and, accordingly, should be read in conjunction with the consolidated financial
statements and notes thereto as of December 31, 1997, and 1998 and March 31,
1999 and for the periods then ended. The

F-95
<PAGE> 246
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

results of operations presented in the accompanying financial statements are not
necessarily representative of operations for an entire year.

2. RELATED PARTY TRANSACTIONS:

The Company has utilized various services provided by SBG or its
subsidiaries. These services included, among others, certain investor relations,
executive, human resources, legal, investment, finance, real estate, information
management, internal audit, tax, transportation and treasury. The costs of such
services have been allocated according to established methodologies and are
determined on an annual basis by SBG. Such methodologies depend on the specific
service provided and include allocating costs that directly relate to the
Company or allocating costs that represent a pro rata portion of the total costs
for the services provided. Management of the Company believes these allocations
to be a fair and reasonable share of such costs. For the six months ended June
30, 1998 and 1999, allocated expenses of approximately $1.5 million (unaudited)
and $1.6 million (unaudited), respectively, were included in the consolidated
statements of operations of the Company. Substantially all costs relating to
direct intercompany services have been reflected in the accompanying combined
financial statements.

3. ST. LOUIS PURCHASE OPTION:

F-96
<PAGE> 247
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Department of Justice and the Federal Communications Commission, there can be no
assurance that the transactions contemplated by the option will be consummated.

4. SUBSEQUENT EVENTS:

F-97
<PAGE> 248

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Sinclair Broadcast Group, Inc.:

We have audited the accompanying combined balance sheets of Heritage Media
Services, Inc. -- Radio Broadcasting Segment -- a Division of Heritage Media
Corporation (the Company) as of December 31, 1997, and Heritage Media Services,
Inc. -- Radio Broadcasting Segment -- a Division of Heritage Media Corporation
(the Predecessor) as of December 31, 1996, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows of the
Company for the four months ended December 31, 1997, and of the Predecessor for
the eight months ended August 31, 1997, and the year ended December 31, 1996.
These financial statements are the responsibility of the Company's and the
Predecessor's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 1997, and the Predecessor as of December 31, 1996, and the results
of operations and cash flows of the Company for the four months ended December
31, 1997, and of the Predecessor for the eight months ended August 31, 1997, and
for the year ended December 31, 1996, in conformity with generally accepted
accounting principles.

[Arthur Andersen LLP signature]

Baltimore, Maryland,
July 2, 1999

F-98
<PAGE> 249

HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
1997 1996
-------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash.................................................... $ 1,379 $ 1,213
Accounts receivable, net of allowance for doubtful
accounts of $1,100 and $1,034, respectively........... 12,311 10,914
Prepaid expenses and other current assets............... 500 43
Deferred barter costs................................... 549 1,328
Deferred tax asset...................................... 159 162
-------- -------
Total current assets.................................... 14,898 13,660
PROPERTY AND EQUIPMENT, net............................. 17,205 13,585
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net............ 311,910 56,678
OTHER ASSETS............................................ 33 183
-------- -------
Total Assets....................................... $344,046 $84,106
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses................. $ 3,814 $ 3,670
Deferred revenue...................................... 280 428
Deferred barter revenues.............................. 570 1,249
-------- -------
Total current liabilities.......................... 4,664 5,347
DUE TO AFFILIATE........................................ -- 63,005
DEFERRED TAX LIABILITY.................................. 353 197
OTHER LONG-TERM LIABILITIES............................. 391 115
-------- -------
Total Liabilities.................................. 5,408 68,664
-------- -------
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value, 15,000 shares
authorized, issued and outstanding................. 15 15
Additional paid-in capital............................ 341,902 20,368
Accumulated deficit................................... (3,279) (4,941)
-------- -------
Total Stockholders' Equity............................ 338,638 15,442
-------- -------
Total Liabilities and Stockholders' Equity............ $344,046 $84,106
======== =======
</TABLE>

The accompanying notes are an integral part of these combined balance sheets.

F-99
<PAGE> 250

HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT

A DIVISION OF HERITAGE MEDIA CORPORATION
COMBINED STATEMENTS OF OPERATIONS

(IN THOUSANDS)

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
------------ ---------------------------
FOUR MONTHS EIGHT MONTHS YEAR
ENDED ENDED ENDED
DECEMBER 31, AUGUST 31, DECEMBER 31,
1997 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
NET REVENUES:
Station broadcasting revenues, net of
agency commissions of $3,681, $5,989
and $8,539, respectively............. $21,328 $34,979 $50,303
Revenues realized from station barter
arrangements......................... 1,394 2,451 2,975
------- ------- -------
Total net revenues...................... 22,722 37,430 53,278
------- ------- -------
OPERATING EXPENSES:
Programming and production.............. 10,168 14,929 11,146
Selling, general and administrative..... 4,093 8,669 21,404
Expenses realized from station barter
arrangements......................... 1,392 2,567 2,804
Depreciation of property and
equipment............................ 1,055 1,267 1,729
Amortization of acquired intangible
broadcasting assets and other
assets............................... 6,847 2,908 4,515
------- ------- -------
Total operating expenses............. 23,555 30,340 41,598
------- ------- -------
Broadcast operating income (loss).... (833) 7,090 11,680
OTHER INCOME (EXPENSE):
Interest expense........................ (645) (1,604) (6,170)
Gain on exchange of assets.............. -- 9,401 --
Other expense, net...................... (342) (27) --
------- ------- -------
Income (loss) before provision for
income taxes....................... (1,820) 14,860 5,510
PROVISION FOR INCOME TAXES................ 1,459 7,055 2,930
------- ------- -------
Net income (loss)....................... $(3,279) $ 7,805 $ 2,580
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-100
<PAGE> 251

HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL STOCKHOLDERS'
--------------- PAID-IN ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL DEFICIT (DEFICIT)
------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
PREDECESSOR:
BALANCE, December 31, 1995..... 15 $15 $ 99 $ (721) $ (607)
HMC capital contributions...... -- -- 20,269 -- 20,269
Dividends to HMC............ -- -- -- (6,800) (6,800)
Net income.................. -- -- -- 2,580 2,580
-- --- -------- ------- --------
BALANCE, December 31, 1996..... 15 15 20,368 (4,941) 15,442
HMC noncash capital
contributions............. -- -- 6,439 -- 6,439
Net income................ -- -- -- 7,805 7,805
-- --- -------- ------- --------
BALANCE, August 31, 1997....... 15 $15 $ 26,807 $ 2,864 $ 29,686
== === ======== ======= ========
COMPANY:
BALANCE, September 1, 1997..... 15 $15 $339,985 $ -- $340,000
News Corporation noncash
capital contributions..... -- -- 1,917 -- 1,917
Net loss.................... -- -- -- (3,279) (3,279)
-- --- -------- ------- --------
BALANCE, December 31, 1997..... 15 $15 $341,902 $(3,279) $338,638
== === ======== ======= ========
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-101
<PAGE> 252

HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
----------------- ---------------------------------
FOUR MONTHS ENDED EIGHT MONTHS ENDED YEAR ENDED
DECEMBER 31, AUGUST 31, DECEMBER 31,
1997 1997 1996
----------------- ------------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................... $(3,279) $ 7,805 $ 2,580
Adjustments to reconcile net income (loss)
to net cash flows from operating
activities --
Gain on exchange of assets............... -- (9,401) --
Depreciation of property and equipment... 1,055 1,267 1,729
Amortization of acquired intangible
broadcasting assets and other assets... 6,847 2,908 4,515
Amortization of deferred financing
costs.................................. 251 84 97
Deferred tax provision (benefit)......... 24 (33) (70)
Changes in assets and liabilities, net of
effects of acquisitions --
(Increase) in accounts receivable, net... (715) (897) (1,501)
Net effect of change in deferred barter
revenues and deferred barter costs..... 4 95 (77)
(Increase) decrease in prepaid expenses
and other current assets............... (483) (1,723) 745
(Increase) decrease in other assets...... -- 176 (7)
Increase (decrease) in accounts payable
and accrued expenses................... 143 230 (1,112)
Increase (decrease) in deferred
revenue................................ 1 (149) 152
Increase (decrease) in other long-term
liabilities............................ (15) 291 47
------- -------- --------
Net cash flows from operating
activities.......................... 3,833 653 7,098
------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment....... (317) (853) (1,316)
Receipts from exchange of stations.......... -- 11,309 4,723
Payments for acquisition of stations........ -- (12,445) (6,584)
------- -------- --------
Net cash flows from investing
activities.......................... (317) (1,989) (3,177)
------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to Parent......................... -- -- (6,800)
Decrease in due to affiliate................ (5,341) (5,029) (17,257)
Capital contributions made by Parent........ 1,917 6,439 20,269
------- -------- --------
Net cash flows from financing
activities.......................... (3,424) 1,410 (3,788)
------- -------- --------
NET INCREASE IN CASH.......................... 92 74 133
CASH, beginning of period..................... 1,287 1,213 1,080
------- -------- --------
CASH, end of period........................... $ 1,379 $ 1,287 $ 1,213
======= ======== ========
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-102
<PAGE> 253

HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

Heritage Media Services, Inc. ("HMSI") operates in three
segments -- Marketing Services, Television Broadcasting and Radio Broadcasting
is a division of Heritage Media Corporation ("HMC"). The accompanying
consolidated financial statements include the accounts of the radio operations,
which are collectively referred to hereafter as "the Company, the Companies or
the Radio Broadcasting Segment." The Radio Broadcasting Segment was wholly-owned
and operated by HMSI, which was owned by HMC through August 31, 1997 (the
Predecessor). In July 1997, HMC entered into an asset sale agreement with
Sinclair Broadcast Group, Inc. ("SBG") whereby SBG would acquire 100% of the
Television and Radio Broadcasting Segment for $630 million. Effective September
1, 1997, The News Corporation Limited ("News Corporation") acquired all of the
license and nonlicense assets of HMC. Due to certain regulatory requirements,
News Corporation established a trust to hold all of the license and nonlicense
assets of the Radio Broadcasting Segment until the sale to SBG closed. The
acquisition was accounted for under the purchase method of accounting whereby
the purchase price of $340 million for the Radio Broadcasting Segment was
allocated to property and programming assets and acquired intangible
broadcasting assets of approximately $18 million and $322 million, respectively.
During March 1998, the sale to SBG was completed.

The accompanying December 31, 1997, combined balance sheet and related
combined statements of operations and cash flows for the four-month period ended
December 31, 1997, are presented on a new basis of accounting to reflect the
News Corporation acquisition. The accompanying combined financial statements for
the eight-month period ended August 31, 1997, and for the year ended December
31, 1996, are presented as "Predecessor" financial statements.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. On an
ongoing basis, management reviews its estimates, including those related to
intangible assets, contracts, allowances for doubtful accounts, income taxes and
litigation based on currently available information. Changes in facts and
circumstances may result in revised estimates.

F-103
<PAGE> 254
HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
USEFUL LIFE 1997 1996
----------- ------- -----------
<S> <C> <C> <C>
Land....................................... -- $ 858 $ 1,368
Broadcasting equipment..................... 5-25 years 13,805 12,402
Buildings and improvements................. 12-30 years 2,288 3,199
Other equipment............................ 4-8 years 1,309 5,123
------- -------
18,260 22,092
Less: Accumulated depreciation............. (1,055) (8,507)
------- -------
Property and equipment, net................ $17,205 $13,585
======= =======
</TABLE>

ACQUIRED INTANGIBLE BROADCASTING ASSETS

Acquired intangible broadcasting assets are being amortized over periods of
four to 40 years. These amounts result from the acquisition of certain radio
station license and nonlicense assets (see Notes 1 and 8). The Company monitors
the individual financial performance of each of the stations and continually
evaluates the realizability of intangible and tangible assets and the existence
of any impairment to its recoverability based on the projected undiscounted cash
flows of the respective stations. Management believes that the carrying amounts
of the Company's tangible and intangible assets have not been impaired.

Intangible assets consist of the following as of December 31, 1997 and 1996
(in thousands):

<TABLE>
<CAPTION>
AMORTIZATION COMPANY PREDECESSOR
PERIOD 1997 1996
------------ -------- -----------
<S> <C> <C> <C>
Goodwill.................................. 40 years $104,377 $ 10,604
FCC licenses.............................. 15-25 years 213,364 61,745
Other..................................... 4-25 years 1,016 531
-------- --------
318,757 72,880
Less: Accumulated amortization............ (6,847) (16,202)
-------- --------
Intangible assets, net.................... $311,910 $ 56,678
======== ========
</TABLE>

F-104
<PAGE> 255
HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

BARTER TRANSACTIONS

OTHER ASSETS

Debt issuance costs are amortized to interest expense using the effective
interest method over the period of the related debt agreement.

REVENUES

Revenues are primarily derived from the sale of radio advertising spots and
are recognized when the spots are broadcast. Advertising revenues are presented
net of advertising agency and national sales representative commissions.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of financial instruments is determined by the
Company using the best available market information and appropriate valuation
methodologies. However, considerable judgement is necessary in interpreting
market data to develop the estimates of fair value. Accordingly, the estimates
are not necessarily indicative of the amounts that the Company could realize in
current market exchange or the value that ultimately will be realized by the
Company upon maturity or disposition. The use of different market or estimation
methodologies may have a material effect on the estimated fair value amounts.

Most of the Company's financial instruments, including cash, trade
receivables and payables and accruals, are short-term in nature. Accordingly,
the carrying amount of the Company's financial instruments approximate their
fair value.

RECLASSIFICATIONS

Certain reclassifications have been made to the prior year financial
statements to conform with the current year presentation.

F-105
<PAGE> 256
HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

2. ACCRUED EXPENSES:

Accrued expenses consist of the following at December 31, 1997 and 1996,
(in thousands):

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
1997 1996
------- -----------
<S> <C> <C>
Commissions.............................................. $2,600 $ 919
Payroll and employee benefits............................ 352 128
Other.................................................... 784 2,480
------ ------
$3,736 $3,527
====== ======
</TABLE>

3. DUE TO AFFILIATE:

The Predecessor had an arrangement with HMSI whereby HMSI would provide
certain management and other services to the Predecessor. The services provided
included consultation and direct management assistance with respect to
operations and strategic planning. The Predecessor was allocated approximately
$2,548,000 and $1,150,000 of corporate overhead expenses for these services for
the eight months ended August 31, 1997, and for the year ended December 31,
1996, respectively.

In order to fund acquisitions and provide operating funds, HMSI entered
into a Bank Credit Agreement. The debt used to finance acquisitions and fund
daily operations of the Predecessor was recorded by the Predecessor as due to
affiliate in the accompanying consolidated balance sheets as of December 31,
1996. HMSI allocated interest at a rate of approximately 10.0%, which
approximated the average rate paid on the borrowings. Associated with the HMSI
debt, the Predecessor was allocated approximately $183,000 of deferred financing
costs in 1996. The deferred financing costs were fully amortized in conjunction
with the acquisition by News Corporation on September 1, 1997.

4. INCOME TAXES:

HMC files a consolidated federal tax return and separate state tax returns
for each of its subsidiaries in certain filing jurisdictions. It is HMC's policy
to pay the federal income tax provision of the Company. The accompanying
financial statements have been prepared in accordance with the separate return
method of FASB 109, whereby the allocation of the federal tax provision due to
HMC is based on what the Company's current and deferred federal tax provision
would have been had the Company filed a federal income tax return outside of its
consolidated group. The Company is not required to reimburse HMC for its federal
tax provision. Accordingly, this amount is recorded as a capital contribution in
the accompanying combined financial statements. The federal and state tax
provision was calculated based on pretax income, plus or minus permanent
book-to-tax differences, at the statutory tax rate of 40%.

F-106
<PAGE> 257
HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The provision for income taxes consists of the following (in thousands):

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
----------------- --------------------------------
FOUR MONTHS ENDED EIGHT MONTHS YEAR ENDED
DECEMBER 31, ENDED AUGUST 31, DECEMBER 31,
1997 1997 1996
----------------- ---------------- ------------
<S> <C> <C> <C>
Current:
Federal...................... $1,220 $6,025 $2,550
State........................ 215 1,063 450
------ ------ ------
1,435 7,088 3,000
------ ------ ------
Deferred:
Federal...................... -- -- --
State........................ 24 (33) (70)
------ ------ ------
24 (33) (70)
------ ------ ------
Provision for income taxes..... $1,459 $7,055 $2,930
====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
----------------- --------------------------------
FOUR MONTHS ENDED EIGHT MONTHS YEAR ENDED
DECEMBER 31, ENDED AUGUST 31, DECEMBER 31,
1997 1997 1996
----------------- ---------------- ------------
<S> <C> <C> <C>
Statutory federal income
taxes........................ $ (619) $5,052 $1,873
Adjustments:
State income taxes, net of
federal effect.......... (109) 892 331
Non-deductible goodwill
amortization............ 2,157 973 568
Non-deductible expense
items................... 6 11 26
Other..................... 24 127 132
------ ------ ------
Provision for income taxes..... $1,459 $7,055 $2,930
====== ====== ======
</TABLE>

F-107
<PAGE> 258
HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
1997 1996
------- -----------
<S> <C> <C>
Deferred Tax Assets:
Bad debt reserve....................................... $ 352 $ 62
Accruals............................................... 92 113
Other intangibles...................................... (285) (13)
----- -----
$ 159 $ 162
===== =====
Deferred Tax Liability:
Accumulated depreciation............................... $(353) $(197)
===== =====
</TABLE>

5. EMPLOYEE BENEFIT PLAN:

Company employees were covered by HMC's Retirement Savings Plan (the Plan)
through the date the company was acquired by SBG, whereby participants
contributed portions of their annual compensation to the Plan and certain
contributions were made at the discretion of HMC based on criteria set forth in
the Plan Agreement. Participants are generally 100% vested in Company
contributions after five years of employment with the Company. Company expenses
under the Plan were not material for the year ended December 31, 1997.

6. RELATED PARTY TRANSACTIONS:

The Company received certain advances from HMC during the eight months
ended August 31, 1997, which were evidenced by a subordination agreement. All
advances from HMC were repaid on August 31, 1997.

7. CONTINGENCIES AND OTHER COMMITMENTS:

LEASES AND CONTRACTS

The Company leases certain real property and transportation and other
equipment under noncancellable operating leases expiring at various dates
through 2010. The Company also has long-term contractual obligations with two
major broadcast ratings firms that provide monthly ratings services and
guaranteed store contracts. Rent expense under the leases for the four months
ended December 31, 1997, the eight months ended August 31, 1997, and the year
ended December 31, 1996, was approximately $499,000, $791,000 and $985,000,
respectively.

F-108
<PAGE> 259
HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum payments under the leases are as follows (in thousands):

<TABLE>
<S> <C>
1998........................................................ $ 908
1999........................................................ 911
2000........................................................ 912
2001........................................................ 899
2002........................................................ 917
2003 and thereafter......................................... 2,416
------
$6,963
======
</TABLE>

LITIGATION

Lawsuits and claims are filed against the Company from time to time in the
ordinary course of business which are generally incidental to its business.
Management does not believe the resolution of such matters will have a
significant effect on the Company's liquidity, financial position or results of
operations.

8. ACQUISITIONS, EXCHANGES AND DISPOSITIONS:

On January 7, 1997, the Company acquired all of the license and nonlicense
assets of radio station WHRR (FM), serving the Rochester, New York market for
approximately $2.0 million. The acquisition was accounted for under the purchase
method of accounting whereby the purchase price was allocated to property and
programming assets and acquired intangible broadcasting assets of $.1 million
and $1.9 million, respectively.

On January 20, 1997, the Company entered into a like-kind exchange with
Journal Broadcast Group ("JBG") whereby the Company transferred radio stations
WMYU (FM) and WWST (FM) in exchange for radio station KQRC (FM). The assets
exchanged were used in the same line of business, no monetary consideration was
received and the fair value of the assets exchanged were greater than their
carrying cost and, as such, no gain was recognized in the accompanying combined
statement of operations.

On January 24, 1997, the Company acquired all of the license and nonlicense
assets of radio stations KXTR (FM) and KCAZ (FM), serving the Kansas City,
Missouri market for approximately $10.5 million. The acquisition was accounted
for under the purchase method of accounting whereby the purchase price was
allocated to property and programming assets and acquired intangible
broadcasting assets of $.9 million and $9.6 million, respectively.

On February 17, 1997, the Company entered into a like-kind exchange with
Susquehanna Radio Corporation ("SRC") whereby the Company transferred radio
station WVAE (FM) to SRC and received radio stations WGH (AM), WGH (FM) and WVCL
(FM), along with $5.0 million in cash. In connection with the exchange, a gain
of

F-109
<PAGE> 260
HERITAGE MEDIA SERVICES, INC. -- RADIO BROADCASTING SEGMENT
A DIVISION OF HERITAGE MEDIA CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $4.6 million was recorded in the accompanying combined statement
of operations.

On April 11, 1997, the Company entered into a like-kind exchange with
American Radio System Corporation ("ARSC") whereby the Company transferred radio
stations KCIN (FM) and KRPM (AM) to ARSC and received radio stations WRNO (FM),
WEZB (FM) and WBYU (AM), along with approximately $6.2 million in cash. In
connection with the exchange, a gain of approximately $4.8 million was recorded
in the accompanying combined statement of operations.

On June 19, 1998, SBG completed the sale of seven radio stations serving
the Portland, Oregon and Rochester, New York, radio markets to Entercom
Communcations Corporation for the aggregate consideration of approximately
$126.9 million.

On April 7, 1999, SBG agreed to sell to Barnstable Broadcasting, Inc.,
radio stations WFOG (FM) and WGLT (AM/FM), serving the Norfolk, Virginia, radio
market.

F-110
<PAGE> 261

ENTERCOM COMMUNICATIONS CAPITAL TRUST

[ENTERCOM LOGO]
ENTERCOM COMMUNICATIONS CORP.
<PAGE> 262

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth fees payable to the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc., and other
estimated expenses expected to be incurred in connection with the issuance and
distribution of securities being registered. All such fees and expenses shall be
paid by the Entercom.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $47,955
NASD Fee.................................................... 17,750
New York Stock Exchange Listing Fee......................... *
Printing and Engraving Expenses............................. *
Accounting Fees and Expenses................................ *
Legal Fees and Expenses..................................... *
Transfer Agent Fees and Expenses............................ *
Miscellaneous............................................... *
-------
Total.................................................. $
=======
</TABLE>

- ---------------
* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Entercom's Amended and Restated Articles of Incorporation provide that the
Entercom's directors shall not be personally liable to the Entercom 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's Amended and Restated Bylaws provide that the
Entercom 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 the Entercom shall be indemnified by
Entercom 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, if
the officer or director acted in good faith and in the manner believed to be in,
or not opposed to, Entercom'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

II-1
<PAGE> 263

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 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 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.

Expenses incurred by a director or officer of Entercom in defending a civil
or criminal action, suit or proceeding shall be paid by Entercom 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 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 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, 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 to indemnify a director or officer
under Article VIII of the Bylaws is a contract between Entercom 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.

Upon consummation of Entercom's initial public offering, Entercom purchased
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 Declaration of Trust (the "Declaration") provides that no Trustee,
affiliate of any Trustee, or any officers, directors, shareholders, members,
partners, employees, representatives or agents of any Trustee, or any employee
or agent of the Trust or its affiliates (each an "Indemnified Person") shall be
liable, responsible or accountable in damages or otherwise to any officer,
director, shareholder, partner, member, representative or agent of the Trust,
any affiliate of the Trust or any holder of Trust securities for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith on behalf of the Trust and in a manner
such Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by the Declaration, except that no
Indemnified Person shall be entitled

II-2
<PAGE> 264

to be indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of gross negligence (or, in the case of the
Property Trustee, negligence) or willful misconduct with respect to such acts or
omissions. The directors and officers of Entercom and the Regular Trustees are
covered by insurance policies indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act"), which might be incurred by them in such
capacities and against which they cannot be indemnified by Entercom or the
Trust.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

In January 1999, the Registrant effected a 185 for one stock split of its
outstanding shares of voting and non-voting common stock. Each share of prior
common stock held by Joseph M. Field, the registrant's Chairman of the Board and
Chief Executive Officer, and David J. Field, the registrant's President and
Chief Operating Officer, was exchanged for one share of Class B Common Stock and
each share of prior common stock held by all other shareholders was exchanged
for one share of Class A Common Stock.

On January 28, 1999, the Registrant converted a 7% Subordinated Convertible
Note due 2003 in the principal amount of $25 million held by Chase Equity
Associates, L.P., an affiliate of Chase Capital Partners, into 2,327,500 shares
of Class A Common Stock and 1,995,669 shares of Class C Common Stock.

Both transactions were intended to be exempt from the registration
requirements of the Securities Act by virtue of Section 3(a)(9) thereof.

II-3
<PAGE> 265

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following exhibits are filed as part of this registration
statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
3.01 Amended and Restated Articles of Incorporation of the
Registrant(3)
3.02 Form of Amended and Restated Bylaws of the Registrant(3)
4.01 Certificate of Trust of Entercom Communications Capital
Trust(2)
4.02 Amended and Restated Declaration of Trust of Entercom
Communications Capital Trust, dated as of September ,
1999, among Entercom Communications Corp. as Sponsor,
Wilmington Trust Company as Property Trustee and Delaware
Trustee and Joseph M. Field, David J. Field and John C.
Donlevie as Administrative Trustees(2)
4.03 Indenture for the Convertible Subordinated Debentures due
2014 dated as of September , 1999, among Entercom
Communications Corp. as Issuer and Wilmington Trust Company
as Indenture Trustee(2)
4.04 Form of Entercom Communications Capital Trust %
Convertible Preferred Securities (included in Exhibit
4.02)(2)
4.05 Form of Entercom Communications Corp. Convertible Junior
Subordinated Debentures due 2014 (included in Exhibit
4.03)(2)
4.06 Preferred Securities Guarantee, dated as of , 1999,
between Entercom Communications Corp. as Guarantor, and
Wilmington Trust Company as Guarantee Trustee(2)
4.07 Common Securities Guarantee, dated as of , 1999 by
Entercom Communications Corp. as Guarantor(2)
5.1 Opinion of Latham & Watkins as to the legality of the
Convertible Preferred Securities, the Convertible Junior
Subordinated Debentures, Preferred Securities Guarantee and
Class A common stock being registered hereby(2)
5.2 Opinion of Morris, Nichols, Arsht & Tunnell as to certain
matters of Delaware law(2)
8.1 Opinion of Latham & Watkins as to certain tax matters(2)
10.01 Registration Rights Agreement, dated as of May 21, 1996,
between the Registrant and Chase Equity Associates, L.P.(3)
10.02 Employment Agreement, dated June 25, 1993, between the
Registrant and Joseph M. Field, as amended(3)
10.03 Employment Agreement, dated December 17, 1998, between the
Registrant and David J. Field, as amended(3)
10.04 Employment Agreement, dated December 17, 1998, between the
Registrant and John C. Donlevie, as amended(3)
10.05 Employment Agreement, dated November 13, 1998, between the
Registrant and Stephen F. Fisher(3)
10.06 Entercom 1998 Equity Compensation Plan(3)
</TABLE>

II-4
<PAGE> 266

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
10.07 Loan Agreement, dated as of February 13, 1998, among the
Registrant, Key Corporate Capital Inc., as administrative
agent, Bank of America, National Trust and Savings
Association, as syndication agent, and certain banks listed
therein, as amended by the First Amendment to Loan Agreement
dated October 8, 1998(3)
10.08 Amended and Restated Asset Purchase Agreement, dated as of
August 20, 1999, among the Registrant, Sinclair
Communications, Inc., WCGV, Inc., Sinclair Radio of
Milwaukee Licensee, LLC, Sinclair Radio of New Orleans
Licensee, LLC, Sinclair Radio of Memphis, Inc., Sinclair
Radio of Memphis Licensee, Inc., Sinclair Properties, LLC,
Sinclair Radio of Norfolk/Greensboro Licensee, L.P.,
Sinclair Radio of Buffalo, Inc., Sinclair Radio of Buffalo
Licensee, LLC, WLFL, Inc., Sinclair Radio of Greenville
Licensee, Inc., Sinclair Radio of Wilkes-Barre, Inc. and
Sinclair Radio of Willkes-Barre Licensee, LLC(5)
10.09 Asset Purchase Agreement, dated as of August 20, 1999, among
the Registrant, Sinclair Communications, Inc., Sinclair
Media III, Inc. and Sinclair Radio of Kansas City Licensee,
LLC(5)
12.01 Statement Regarding Computation of Ratios(1)
21.01 Information Regarding Subsidiaries of the Registrant(5)
23.01 Consent of Deloitte & Touche LLP, Philadelphia, PA(1)
23.02 Consent of Deloitte & Touche LLP, Boston, MA(1)
23.03 Consent of Arthur Andersen LLP, Baltimore, MD(1)
24.01 Power of Attorney (included on signature page of this
Registration Statement)(1)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Indenture Trustee under the Convertible Subordinated
Debentures Indenture due 2014(2)
25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust(2)
25.3 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Preferred Guarantee Trustee under the Preferred Securities
Guarantee(2)
</TABLE>

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

(1) Filed herewith.

(2) To be filed by amendment.

(3) Incorporated by reference to Entercom's Registration Statement on Form S-1.
(File No. 333-61381)

(4) Incorporated by reference to Entercom's Quarterly Report on Form 10-Q. (File
No. 001-14461)

(5) Incorporated by reference to Entercom's Registration Statement on Form S-1.
(File No. 333-86397)

(b) FINANCIAL STATEMENT SCHEDULE

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

II-5
<PAGE> 267

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania, on
September 10, 1999.

ENTERCOM COMMUNICATIONS CORP.

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Joseph M. Field and David J. Field, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his person's name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and additional
registration statements pursuant to Rule 462(b) of the Securities Act, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or either of them or their or his substitute or
substitutes 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 the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>

/s/ JOSEPH M. FIELD Chairman of the Board and Chief September 10, 1999
- --------------------------------------------- Executive Officer (Principal
Joseph M. Field Executive Officer)

/s/ DAVID J. FIELD President, Chief Operating September 10, 1999
- --------------------------------------------- Officer
David J. Field and a Director

/s/ JOHN C. DONLEVIE Executive Vice President, September 10, 1999
- --------------------------------------------- Secretary, General Counsel and
John C. Donlevie a Director

/s/ STEPHEN F. FISHER Senior Vice President and Chief September 10, 1999
- --------------------------------------------- Financial Officer (Principal
Stephen F. Fisher Financial and Accounting
Officer)

/s/ MARIE H. FIELD Director September 10, 1999
- ---------------------------------------------
Marie H. Field
</TABLE>

II-6
<PAGE> 268

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>
/s/ HERBERT KEAN, M.D. Director September 10, 1999
- ---------------------------------------------
Herbert Kean, M.D.

/s/ LEE HAGUE Director September 10, 1999
- ---------------------------------------------
Lee Hague

/s/ THOMAS H. GINLEY, JR., M.D. Director September 10, 1999
- ---------------------------------------------
Thomas H. Ginley, Jr., M.D.

/s/ S. GORDON ELKINS Director September 10, 1999
- ---------------------------------------------
S. Gordon Elkins

/s/ MICHAEL R. HANNON Director September 10, 1999
- ---------------------------------------------
Michael R. Hannon

/s/ DAVID J. BERKMAN Director September 10, 1999
- ---------------------------------------------
David J. Berkman
</TABLE>

II-7
<PAGE> 269

SIGNATURES

ENTERCOM COMMUNICATIONS CAPITAL TRUST

By: /s/ JOSEPH M. FIELD
------------------------------------
Joseph M. Field
As Administrative Trustee

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>

/s/ JOSEPH M. FIELD Administrative Trustee September 10, 1999
- ---------------------------------------------
Joseph M. Field

/s/ DAVID J. FIELD Administrative Trustee September 10, 1999
- ---------------------------------------------
David J. Field

/s/ JOHN C. DONLEVIE Administrative Trustee September 10, 1999
- ---------------------------------------------
John C. Donlevie
</TABLE>

II-8
<PAGE> 270

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Entercom Communications Corp.:

We have audited the accompanying consolidated financial statements of
Entercom Communications Corp. and subsidiaries (the "Company") as of September
30, 1997 and 1998, and for each of the three years in the period ended September
30, 1998, and have issued our report thereon dated December 31, 1998 (January
26, 1999 as to Notes 10 and 13) (which expresses an unqualified opinion and
includes an explanatory paragraph relating to the restatement described in Note
14) (included elsewhere in this Registration Statement). Our audits also
included the financial statement schedule listed in Item 16(b) of this
Registration Statement. This financial statement schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits. In our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

Deloitte & Touche LLP
Philadelphia, Pennsylvania
December 31, 1998
(January 26, 1999 as to Notes 10 and 13)
<PAGE> 271

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

ENTERCOM COMMUNICATIONS CORP.
YEARS ENDED SEPTEMBER 30, 1996, 1997, AND 1998

<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO DEDUCTIONS
BEGINNING COSTS AND FROM BALANCE AT
ALLOWANCE FOR DOUBTFUL ACCOUNTS OF PERIOD EXPENSES RESERVES(A) END OF PERIOD
- ------------------------------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
1996.......................... $ 63,524 $318,599 $265,283 $116,840
1997.......................... 116,840 548,726 373,566 292,000
1998.......................... 292,000 920,381 845,381 367,000
</TABLE>

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

(A) Uncollectible accounts written off.
<PAGE> 272

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
<C> <S> <C>
3.01 Amended and Restated Articles of Incorporation of the
Registrant(3)
3.02 Form of Amended and Restated Bylaws of the Registrant(3)
4.01 Certificate of Trust of Entercom Communications Capital
Trust(2)
4.02 Amended and Restated Declaration of Trust of Entercom
Communications Capital Trust, dated as of September ,
1999, among Entercom Communications Corp. as Sponsor,
Wilmington Trust Company as Property Trustee and Delaware
Trustee and Joseph M. Field, David J. Field and John C.
Donlevie as Administrative Trustees(2)
4.03 Indenture for the Convertible Subordinated Debentures due
2014 dated as of September , 1999, among Entercom
Communications Corp. as Issuer and Wilmington Trust Company
as Indenture Trustee(2)
4.04 Form of Entercom Communications Capital Trust %
Convertible Preferred Securities (included in Exhibit
4.02)(2)
4.05 Form of Entercom Communications Corp. Convertible
Subordinated Debentures due 2014 (included in Exhibit
4.03)(2)
4.06 Preferred Securities Guarantee, dated as of , 1999,
between Entercom Communications Corp. as Guarantor, and
Wilmington Trust Company as Guarantee Trustee(2)
4.07 Common Securities Guarantee, dated as of , 1999 by
Entercom Communications Corp. as Guarantor(2)
5.1 Opinion of Latham & Watkins as to the legality of the
Convertible Preferred Securities, the Convertible
Subordinated Debentures, Preferred Securities Guarantee and
Class A common stock being registered hereby(2)
5.2 Opinion of Morris, Nichols, Arsht & Tunnell as to certain
matters of Delaware law(2)
8.1 Opinion of Latham & Watkins as to certain tax matters(2)
10.01 Registration Rights Agreement, dated as of May 21, 1996,
between the Registrant and Chase Equity Associates, L.P.(3)
10.02 Employment Agreement, dated June 25, 1993, between the
Registrant and Joseph M. Field, as amended(3)
10.03 Employment Agreement, dated December 17, 1998, between the
Registrant and David J. Field, as amended(3)
10.04 Employment Agreement, dated December 17, 1998, between the
Registrant and John C. Donlevie, as amended(3)
10.05 Employment Agreement, dated November 13, 1998, between the
Registrant and Stephen F. Fisher(3)
10.06 Entercom 1998 Equity Compensation Plan(3)
</TABLE>
<PAGE> 273

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
<C> <S> <C>
10.07 Loan Agreement, dated as of February 13, 1998, among the
Registrant, Key Corporate Capital Inc., as administrative
agent, Bank of America, National Trust and Savings
Association, as syndication agent, and certain banks listed
therein, as amended by the First Amendment to Loan Agreement
dated October 8, 1998(3)
10.08 Amended and Restated Asset Purchase Agreement, dated as of
August 20, 1999, among the Registrant, Sinclair
Communications, Inc., WCGV, Inc., Sinclair Radio of
Milwaukee Licensee, LLC, Sinclair Radio of New Orleans
Licensee, LLC, Sinclair Radio of Memphis, Inc., Sinclair
Radio of Memphis Licensee, Inc., Sinclair Properties, LLC,
Sinclair Radio of Norfolk/Greensboro Licensee, L.P.,
Sinclair Radio of Buffalo, Inc., Sinclair Radio of Buffalo
Licensee, LLC, WLFL, Inc., Sinclair Radio of Greenville
Licensee, Inc., Sinclair Radio of Wilkes-Barre, Inc. and
Sinclair Radio of Willkes-Barre Licensee, LLC.(5)
10.09 Asset Purchase Agreement, dated as of August 20, 1999, among
the Registrant, Sinclair Communications, Inc., Sinclair
Media III, Inc. and Sinclair Radio of Kansas City Licensee,
LLC.(5)
12.01 Statement Regarding Computation of Ratios(1)
21.01 Information Regarding Subsidiaries of the Registrant(1)
23.01 Consent of Deloitte & Touche LLP, Philadelphia, PA(1)
23.02 Consent of Deloitte & Touche LLP, Boston, MA(1)
23.03 Consent of Arthur Andersen LLP, Baltimore, MD(1)
24.01 Power of Attorney (included on signature page of this
Registration Statement)(1)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Indenture Trustee under the Convertible Subordinated
Debentures Indenture due 2014(2)
25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust(2)
25.3 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Preferred Guarantee Trustee under the Preferred Securities
Guarantee(2)
</TABLE>

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

(1) Filed herewith.

(2) To be filed by amendment.

(3) Incorporated by reference to Entercom's Registration Statement on Form S-1.
(File No. 333-61381)

(4) Incorporated by reference to Entercom's Quarterly Report on Form 10-Q. (File
No. 001-14461)

(5) Incorporated by reference to Entercom's Registration Statement on Form S-1.
(File No. 333-86397)

<PAGE> 1
Exhibit 12.01

ENTERCOM COMMUNICATIONS CORP.
Supporting Schedule of Ratio of Earnings to Fixed Charges
(in thousands)

<TABLE>
<CAPTION>
Six Months
Year Ended September 30, Ended
1994 1995 1996 1997 1998 June 30, 1999
------ ----- ------ ------- ------ -------------
<S> <C> <C> <C> <C> <C> <C>
Income before income taxes and extraordinary item 21,914 4,805 7,053 177,259 9,892 11,944
====== ===== ====== ======= ====== ======
Fixed Charges
Interest expense 1,648 1,992 5,196 11,388 14,663 6,246
Amortization of debt expense 46 59 133 592 453 143
Rental expense interest factor 240 247 360 660 840 539
------ ----- ------ ------- ------ ------
Total 1,934 2,298 5,689 12,640 15,956 6,928
====== ===== ====== ======= ====== ======
Earnings
Income before income taxes and extraordinary item 21,914 4,805 7,053 177,259 9,892 11,944
Fixed charges 1,934 2,298 5,689 12,640 15,956 6,928
------ ----- ------ ------- ------ ------
23,848 7,103 12,742 189,899 25,848 18,872
====== ===== ====== ======= ====== ======
Ratio of Earnings to Fixed Charges
Earnings 23,848 7,103 12,742 189,899 25,848 18,872
Fixed charges 1,934 2,298 5,689 12,640 15,956 6,928
Ratio 12.33 3.09 2.24 15.02 1.62 2.72
</TABLE>

<PAGE> 1
Exhibit 21.01

SUBSIDIARIES OF THE REGISTRANT

<TABLE>
<CAPTION>
NAME UNDER WHICH
NAME JURISDICTION OF ORGANIZATION SUBSIDIARY DOES BUSINESS
- ---- ---------------------------- ------------------------
<S> <C> <C>
ECI License Company, LP Pennsylvania ECI License Company, LP

Entercom Investors Corp. Delaware Entercom Investors Corp.

Entercom Portland, LLC Oregon Entercom Portland, LLC

Entercom Portland License, LLC Oregon Entercom Portland License, LLC

Entercom Rochester, Inc. New York Entercom Rochester, Inc.

Entercom Buffalo License, LLC Delaware Entercom Buffalo License, LLC

Entercom Boston 1 Trust Massachusetts Entercom Boston License, LLC

Entercom Boston, LLC Delaware Entercom Boston License, LLC

Entercom Boston License, LLC Delaware Entercom Boston License, LLC

Entercom Seattle, LLC Delaware Entercom Seattle, LLC

Entercom Seattle License, LLC Delaware Entercom Seattle License, LLC

Entercom Seattle News License, LLC Delaware Entercom Seattle News License, LLC

Entercom Sacramento, LLC Delaware Entercom Sacramento, LLC

Entercom Longview, LLC Delaware Entercom Longview, LLC

Entercom Longview License, LLC Delaware Entercom Longview License, LLC

Entercom Gainesville, LLC Delaware Entercom Gainesville, LLC

Entercom Gainesville License, LLC Delaware Entercom Gainesville License, LLC

Entercom Kansas City, LLC Delaware Entercom Kansas City, LLC

Entercom Kansas City News, LLC Delaware Entercom Kansas City News, LLC

Entercom Micanopy License, LLC Delaware Entercom Micanopy License, LLC

Entercom Greensboro License, LLC Delaware Entercom Greensboro License, LLC

Entercom Greenville License, LLC Delaware Entercom Greenville License, LLC

Entercom Memphis License, LLC Delaware Entercom Memphis License, LLC

Entercom Milwaukee License, LLC Delaware Entercom Milwaukee License, LLC

Entercom New Orleans License, LLC Delaware Entercom New Orleans License, LLC

Entercom Norfolk License, LLC Delaware Entercom Norfolk License, LLC

Entercom Scranton Wilkes-Barre Delaware Entercom Scranton Wilkes-Barre
License, LLC License, LLC

Entercom Communications Capital Delaware Entercom Communications Capital
Trust Trust
</TABLE>

<PAGE> 1
Exhibit 23.01

INDEPENDENT AUDITORS' CONSENT

To the Board of Directors of
Entercom Communications Corp.
Bala Cynwyd, Pennsylvania

We consent to the use in this Registration Statement of Entercom Communications
Corp. on Form S-1 of our report dated December 31, 1998 (January 26, 1999 as to
Notes 10 and 13) (which expresses an unqualified opinion and includes an
explanatory paragraph relating to the restatement described in Note 14),
appearing in the Prospectus, which is a part of this Registration Statement, and
of our report dated December 31, 1998 (January 26, 1999 as to Notes 10 and 13)
related to the financial statement schedule included elsewhere in this
Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
September 9, 1999

<PAGE> 1
EXHIBIT 23.02

INDEPENDENT AUDITORS' CONSENT

To the Board of Directors of
Entercom Communications Corp.
Bala Cynwyd, Pennsylvania

We consent to the use in this Registration Statement of Entercom Communications
Corp. of our report dated September 18, 1998 (December 11, 1998 as to Note 7),
appearing in the Prospectus, which is a part of this Registration Statement,
and to the reference to us under the heading "Experts" in such Prospectus.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 9, 1999

<PAGE> 1

[ARTHUR ANDERSEN LLP LETTERHEAD]

Exhibit 23.03

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this Form S-1
Registration Statement.

/S/ Arthur Andersen LLP

Baltimore, Maryland,
September 9, 1999