ENTERCOM COMMUNICATIONS CORP, S-1/A, 1999-09-30

ENTERCOM COMMUNICATIONS CORP
S-1/A, 1999-09-30
RADIO BROADCASTING STATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1999

REGISTRATION NO. 333-86397
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO

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

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

ENTERCOM COMMUNICATIONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
PENNSYLVANIA 4832 23-1701044
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

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

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

COPIES TO:

<TABLE>
<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. [ ]

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 30, 1999

9,500,000 Shares

[ENTERCOM LOGO]

ENTERCOM COMMUNICATIONS CORP.

Class A Common Stock
------------------
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. We will not
receive any of the proceeds from the shares of Class A common stock sold by the
selling shareholders.

The underwriters have an option to purchase from us a maximum of 1,000,000
additional shares, and from some of our shareholders, a maximum of 425,000
additional shares, in each case to cover over-allotments of shares.

Our Class A common stock is traded on The New York Stock Exchange under the
symbol "ETM." On September 29, 1999, the last reported sale price of our Class A
common stock was $40.13 per share.

We have three classes of common stock: Class A common stock, Class B common
stock and Class C common stock. Holders of each class generally have the same
rights, except for differences in voting rights. Holders of Class A common stock
have one vote per share while for most matters holders of Class B common stock
have ten votes per share. Holders of Class C common stock generally have no
voting rights. Following this offering, the Class B common stock will represent
76.2% of the combined voting power of our common stock.

Concurrently with this offering, we and a trust we own are selling $150
million in stated liquidation amount of % Convertible Preferred Securities,
Term Income Deferrable Equity Securities (TIDES)(SM), by means of a separate
prospectus. The underwriters of the TIDES offering have an option to purchase up
to an additional $22.5 million in stated liquidation amount of TIDES to cover
over-allotments of TIDES. This offering and the TIDES offering are not
contingent on each other.

INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON
PAGE 11.

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS ENTERCOM SHAREHOLDERS
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Per Share............ $ $ $ $
Total................ $ $ $ $
</TABLE>

Delivery of the shares of Class A common stock 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.

CREDIT SUISSE FIRST BOSTON DEUTSCHE BANC ALEX. BROWN

GOLDMAN, SACHS & CO. MORGAN STANLEY DEAN WITTER

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>
<CAPTION>
Page
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<S> <C>
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS..... i
PROSPECTUS SUMMARY............... 1
RISK FACTORS..................... 11
USE OF PROCEEDS.................. 19
DIVIDEND POLICY.................. 19
PRICE RANGE OF OUR CLASS A COMMON
STOCK.......................... 20
CAPITALIZATION................... 21
COMPLETED AND PENDING
TRANSACTIONS................... 22
UNAUDITED PRO FORMA FINANCIAL
INFORMATION.................... 24
SELECTED HISTORICAL FINANCIAL
DATA........................... 36
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...... 39
</TABLE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
INFORMATION ABOUT STATION AND
MARKET DATA.................... 52
BUSINESS......................... 53
THE SINCLAIR ACQUISITION......... 70
DESCRIPTION OF THE TIDES......... 73
MANAGEMENT....................... 75
CERTAIN TRANSACTIONS............. 81
PRINCIPAL AND SELLING
SHAREHOLDERS................... 82
DESCRIPTION OF CAPITAL STOCK..... 85
SHARES ELIGIBLE FOR FUTURE
SALE........................... 90
UNDERWRITING..................... 91
NOTICE TO CANADIAN RESIDENTS..... 94
LEGAL MATTERS.................... 96
EXPERTS.......................... 96
WHERE YOU CAN FIND MORE
INFORMATION.................... 97
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.

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;
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.

i
<PAGE> 5

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.

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, 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 $1.2 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 127.2% from
an actual $4.5 million in fiscal 1995 to a pro forma $52.8 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 and Sinclair owns four 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> 6

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 from Sinclair.
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; therefore, we have not listed 1998 Entercom Market Revenue Share for
Kansas City. Giving effect to this disposition, which will leave us with a total
of eight stations in Kansas City, 1998 Entercom Market Revenue Share in Kansas
City will decline, although we believe that 1998 Entercom 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 -- 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> 7

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, in 1998 we 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.

OTHER FINANCINGS

Concurrently with this offering, we and a trust we own are selling $150
million in stated liquidation amount of TIDES by means of a separate prospectus.
In addition, we have granted the underwriters of the TIDES offering an option to
purchase from us a maximum of $22.5 million in stated liquidation amount of
TIDES to cover over-allotments of TIDES. We expect that the net proceeds from
the TIDES offering will be $145.0 million, or $166.8 million if the
underwriters' overallotment option in the TIDES is exercised in full. This
offering and the TIDES 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 TIDES offering,
together with cash on hand and proceeds from an amended or replacement credit
facility, to finance the Sinclair acquisition.

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.
4
<PAGE> 9

THE OFFERING

Class A common stock offered.... 8,000,000 shares by us
1,500,000 shares by the selling shareholders
---------
9,500,000 shares
=========

Common stock to be outstanding
after the offering............ 32,944,267 shares of Class A common stock
10,531,805 shares of Class B common stock
1,695,669 shares of Class C common stock
----------
45,171,741 shares
==========

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

- any share of Class B common stock not
voted by either Joseph M. Field or David
J. Field is entitled to one vote;

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

- each share of Class B common stock is
entitled to one vote with respect to any
"going private" transaction under the
Exchange Act; and

- as required by law.

The shares of Class C common stock have no
voting rights, except as required by law.
Joseph M. Field and David J. Field hold all
of our Class B common stock. Following this
offering, the Class B common stock will
represent 76.2% of the combined voting power
of our common stock.

Use of proceeds................. We intend to use the net proceeds of this
offering to pay a portion of the total
purchase price for the Sinclair acquisition.

New York Stock Exchange
symbol.......................... ETM

Common stock to be outstanding after the offering is as of September 10,
1999. It excludes grants under our 1998 Equity Compensation Plan consisting of
838,842 shares of Class A common stock issuable upon the exercise of options
having a weighted average exercise price of $21.58 per share. The information
also excludes shares of Class A common stock issuable upon the conversion of the
TIDES being offered concurrently with this offering.
5
<PAGE> 10

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
those state income tax returns. Immediately before our initial public
offering, we became a C corporation, and accordingly, we are now subject
to federal and 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
6
<PAGE> 11

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.
7
<PAGE> 12

<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 $ (.61) $ 0.64 $ 0.11 $ 0.21
Pro forma diluted earnings (loss)
per share before extraordinary
item............................ 0.20 4.59 0.12 (.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>

8
<PAGE> 13

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 40,597 6,246 20,215 17,466 40,422
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 49,549 5,180 23,837 (34,896) 49,205
-------- -------- -------- ---------- -------- ----------
Income (loss) before income
taxes and extraordinary
item.......................... 9,892 (12,845) 11,944 603 70,161 1,948
Pro forma income taxes.......... 7,119 (5,138) 4,539 241 33,405 779
-------- -------- -------- ---------- -------- ----------
Pro forma income (loss) before
extraordinary item............ $ 2,773 $ (7,707) $ 7,405 $ 362 $ 36,756 $ 1,169
======== ======== ======== ========== ======== ==========
Pro forma earnings (loss) per
share before extraordinary
item.......................... $ 0.12 $ (0.17) $ 0.21 $ 0.01 $ 1.31 $ 0.03
-------- -------- -------- ---------- -------- ----------
Weighted average common shares
outstanding -- basic.......... 22,239 45,168 34,836 45,168 28,130 45,168
</TABLE>

9
<PAGE> 14

10
<PAGE> 15

RISK FACTORS

Investing in our Class A common stock involves risk. You should consider
carefully the following risk factors, in addition to the other information
contained in this prospectus, before purchasing shares of Class A common stock
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 our
Class A common stock could decline and you might lose all or part of your
investment.

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 but 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 and 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 $306.9 million from the net proceeds of this
offering, assuming a public offering price of $40.00 per share. Concurrently
with this offering, we are also pursuing the TIDES offering from which we expect
to realize net proceeds of approximately $145.0

11
<PAGE> 16

million to be applied toward the Sinclair acquisition. However, even assuming
the closing of both offerings, we will be required to raise an additional $372.6
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 TIDES
offering. As a result, if this offering closes, but the TIDES 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 in eight
other markets 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.
After we have acquired assets having an aggregate value of 45% of the total
purchase price, 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

12
<PAGE> 17

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. On September 24,
1999, we received a "second request" from the Department of Justice with respect
to the Sinclair Kansas City agreement and therefore the Department of Justice is
currently conducting a more detailed investigation of our acquisition of the
four stations from Sinclair in the Kansas City market. Although we believe that
the concerns of the Department of Justice will be resolved by our disposition of
three stations in the Kansas City market that we are required to make in order
to comply with FCC rules, we cannot assure you that this will be the case. The
applicable waiting period for the multi-market agreement expired on September
27, 1999. 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

13
<PAGE> 18

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;

- 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 $538.9 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 TIDES 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 and a $4.9 million letter of credit,
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, 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 or prohibit our ability to pay dividends and make other
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

14
<PAGE> 19

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 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.

BECAUSE OF OUR HOLDING COMPANY STRUCTURE, WE DEPEND ON OUR SUBSIDIARIES FOR
CASH FLOW, AND OUR ACCESS TO THIS CASH FLOW IS RESTRICTED.

We operate as a holding company. All of our radio stations are currently
owned and operated by our subsidiaries. When we enter into an amended or
replacement credit facility, we expect that a newly formed subsidiary will
become the borrower and all of our station-operating subsidiaries will become
subsidiaries of this newly formed subsidiary. We also expect that we will
guarantee the borrower's obligations. As a holding company, our only source of
cash to pay our obligations, including corporate overhead and other trade
payables, is distributions from our subsidiaries of their net earnings and cash
flow. We currently expect that the net earnings and cash flow of our
subsidiaries will be retained and used by them in their operations, including
servicing their debt obligations, before distributions are made to us. Even if
our subsidiaries elect to make distributions to us, we cannot assure you that
applicable state law and contractual restrictions, including the dividend
covenants expected to be contained in an amended or replacement credit facility,
would permit such dividends or distributions.

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.
15
<PAGE> 20

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 offering, Joseph M. Field, our Chairman of the Board
and Chief Executive Officer, will beneficially own 1,788,305 shares of our Class
A common stock and 9,782,555 shares of our Class B common stock, representing
approximately 72.0% 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 2,374,994 shares
of our Class A common stock and 749,250 shares of our outstanding Class B common
stock, representing approximately 7.1% of the total voting power of all of our
outstanding common stock. If the underwriters exercise their over-allotment
options in full, Joseph M. Field's and David J. Field's shares of our common
stock will represent 71.3% and 7.0% 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 you might otherwise receive a premium for your 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.

16
<PAGE> 21

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.

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 OFFERING.

17
<PAGE> 22

since the initial public offering and approximately 100,000 shares of
unrestricted Class A common stock 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 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 this offering and the TIDES 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 approximately 10,500,000 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, other than shares sold in this offering, for a
period of 90 days after the date of this 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.

18
<PAGE> 23

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the shares of Class A
common stock we are offering, after deducting underwriting discounts and
commissions and other offering expenses, will be approximately $306.9 million,
assuming a public offering price of $40.00 per share. We estimate that if the
underwriters fully exercise the over-allotment option that we have granted, the
net proceeds from the sale of the shares of Class A common stock we are offering
after similar deductions will be approximately $345.4 million. We intend to use
the net proceeds from this offering and the TIDES 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. We will not receive any portion of the
net proceeds of the shares being sold by the selling shareholders.

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.

19
<PAGE> 24

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 29, 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 29, 1999, the last reported sale price of our Class A common
stock on The New York Stock Exchange was $40.13.

20
<PAGE> 25

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 at an assumed public offering price of $40.00 per share and the
TIDES offering; 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 TIDES 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 $294,613 $ 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 -- 538,600
Other........................................ 266 266 266
-------- -------- ----------
Total long-term debt...................... 166,266 266 538,866
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................... 468,239 775,059 775,059
Unearned compensation........................ (223) (223) (223)
Retained earnings (deficit).................. (71,501) (71,501) (76,875)
-------- -------- ----------
Total shareholders' equity................ 396,886 703,786 698,412
-------- -------- ----------
Total capitalization................. $563,162 $854,062 $1,387,288
======== ======== ==========
</TABLE>

21
<PAGE> 26

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-FM'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

22
<PAGE> 27

recorded at 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 was nonresponsive. On July 28, 1999, we commenced a legal action
seeking to enforce this agreement, and subsequently the seller filed a
cross-complaint against us asking for damages and filed a separate action
against our president asking for treble damages, an injunction, attorney's fees
and costs. Our by-laws provide for us to indemnify our president for this claim.
We intend to pursue our legal action against the seller and seek dismissal of
the claims filed by the seller. Accordingly, we cannot determine if or when the
transaction might occur.

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.

23
<PAGE> 28

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
TIDES offering, we will be required to incur additional indebtedness under our
amended or replacement credit facility or otherwise to consummate the Sinclair
acquisition.

24
<PAGE> 29

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 of common stock at an assumed public offering price of
$40.00 per share and the concurrent offering of TIDES; and

- the pending Sinclair acquisition.

We have shown the continued inclusion of the station operating results of
each of the 11 Kansas City stations, although federal regulations require us to
divest three stations in the Kansas City market. This is because we are seeking
to swap three Kansas City stations for stations in other markets, and we are
assuming for purposes of preparing the unaudited pro forma financial information
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.

25
<PAGE> 30

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 11,286(K) 40,597
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 31,441 49,549
-------- ------- ------- -------- -------- --------
Income (loss) before income
taxes and extraordinary
item........................ 9,892 (3,422) 6,272 9,456 (35,043) (12,845)
Income taxes (benefit)........ 453 (1,300) (453)(R) 4,200 (4,200)(S) (5,138)
6,142(T) (9,980)(U)
-------- ------- ------- -------- -------- --------
Income (loss) before
extraordinary item.......... $ 9,439 $(2,122) $ 583 $ 5,256 $(20,863) $ (7,707)
======== ======= ======= ======== ======== ========
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 $ (0.17)
======== ========
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.

26
<PAGE> 31

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 4,235(AA) 20,215
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 8,954 23,837
-------- -------- ------- -------- --------
Income (loss) before income taxes and extraordinary
item.............................................. 11,944 656 (1,210) (10,787) 603
Income taxes (benefit).............................. 5,374 (125)(R) (76) 76(S) 241
(5,008)(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) $ (5,855) $ 362
======== ======== ======= ======== ========
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 $ 0.01
======== ========
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.

27
<PAGE> 32

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 9,804(II) 40,422
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 24,742 49,205
-------- -------- -------- -------- -------- --------
Income (loss) before income taxes
and extraordinary item.......... 70,161 55 (44,327) 7,421 (31,362) 1,948
Income taxes (benefit)............ 5,964 21 (736)(R) 3,754 (3,754)(S) 779
(4,470)(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 ($23,138) $ 1,169
======== ======== ======== ======== ======== ========
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 $ 0.03
======== ========
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.

28
<PAGE> 33

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) 538,866
372,600(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 27,778 651,083
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 90,000 306,820(NN) 775,059
(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 84,596 216,930 698,412
-------- -------- --------- ----------
Total liabilities and shareholders'
equity............................... $671,627 $433,160 $ 394,708 $1,499,495
======== ======== ========= ==========
</TABLE>

See accompanying notes to pro forma financial information.

29
<PAGE> 34

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, when we
acquired these stations, (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
these 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

30
<PAGE> 35

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 allocated by the respective sellers, plus the
historical corporate general and administrative expenses related to (1)
the stations included in the completed transactions and (2) the portfolio
of stations we are purchasing in the Sinclair acquisition.

However, in such completed transactions we did not, and in the Sinclair
acquisition we will 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>

31
<PAGE> 36

(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 $372,600 after using the proceeds of
$306,900 from this offering, net of estimated fees and expenses, and
$145,000 from the issuance of TIDES in the concurrent offering, net of
estimated fees and expenses. A change in interest rates of 1/8% will
change interest expense by $466. The net adjustment is computed as
follows:
<TABLE>
<S> <C>
Credit facility pro forma interest expense............. $27,945
Historical interest expense............................ (16,659)
-------
Net adjustment....................................... $11,286
=======
</TABLE>

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

32
<PAGE> 37

(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 $372,600 after using the proceeds of
$306,900 from this offering, net of estimated fees and expenses, and
$145,000 from the issuance of TIDES in the concurrent offering, net of
estimated fees and expenses. A change in interest rates of 1/8% will
change interest expense by $233. The net adjustment is computed as
follows:

<TABLE>
<S> <C>
Credit facility pro forma interest expense.................. 13,973
Historical interest expense................................. (9,738)
-------
Net adjustment............................................ 4,235
=======
</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.

(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.

33
<PAGE> 38

(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 $372,600 after using the proceeds of $306,900 from this offering, net
of estimated fees and expenses, and $145,000 from the issuance of TIDES
in the concurrent offering, net of estimated fees and expenses. A change

34
<PAGE> 39

in interest rates of 1/8% will change interest expense by $466. The net
adjustment is computed as follows:

<TABLE>
<S> <C>
Credit facility pro forma interest expense............. $ 27,945
Historical interest expense............................ (18,141)
--------
Net adjustment................................. $ 9,804
========
</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 $306,900 from this
offering, net of estimated fees and expenses, and $145,000 from the
issuance of TIDES 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.

35
<PAGE> 40

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 those state income tax returns.
Immediately before our initial public offering, we became a C
corporation, and accordingly, we are now subject to federal and 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

36
<PAGE> 41

C corporation. It does not refer to any of the other adjustments
described under "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.

37
<PAGE> 42

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 $ 2,760 $ 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 $ (.61) $ .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 (.61) .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>

38
<PAGE> 43

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.

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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
127.2% from an actual $4.5 million in fiscal 1995 to a pro forma $52.8 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, $25.8 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, $20.4 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

40
<PAGE> 45

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> 46

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

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<PAGE> 47

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> 48

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 36.3% 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

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<PAGE> 49

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> 50

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 2,397.2% 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> 51

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 expect to use net proceeds from the
offering and the TIDES 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> 52

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 estimates 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 $306.9 million from the net
proceeds of this offering, assuming a public offering price of $40.00 per share,
and approximately $145.0 million from the net proceeds of the TIDES offering.
However, even assuming the closing of both offerings, we will be required to
raise an additional $372.6 million through borrowing to fund the balance of the
Sinclair purchase price. Our existing credit facility would provide
approximately $179.1 million of this amount, but we will need to amend or
replace the facility to increase funds available under it by approximately
$193.5 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 TIDES 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
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.

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<PAGE> 53

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% 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
and a $4.9 million letter of credit 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.

As part of the consent we received from our lenders to consummate the TIDES
offering, we and the lenders have agreed that we will include the financing cost
of the TIDES as part of interest expense for purposes of the fixed charge
coverage ratio and the interest coverage ratio and that we will exclude the
principal amount of the debentures from the calculation of our total debt.
However, the amount of any deferred interest on the debentures will be included
in the total debt calculation.

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.

49
<PAGE> 54

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.

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

50
<PAGE> 55

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

- 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 are currently completing our year 2000 remediation efforts and we are
developing a contingency plan for dealing with year 2000 issues caused by
systems external to us. 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> 56

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.

52
<PAGE> 57

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 $1.2 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 permitted 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

53
<PAGE> 58

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, based on gross revenues, 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

54
<PAGE> 59

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, in 1998
we 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, and prior to our
required divestiture of three stations in Kansas City, 66 of our 88 radio
stations will be in 12 of the top 50 markets. We generated 92.9% 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. If we cannot arrange suitable swaps, we will
sell these stations for cash.

55
<PAGE> 60

<TABLE>
<CAPTION>
1998 MARKET RANK AUDIENCE AUDIENCE
--------------------- SHARE IN RANK IN
TARGET TARGET TARGET
METRO RADIO YEAR DEMO- DEMO- DEMO-
MARKET(1)/STATION POPULATION REVENUE ACQUIRED FORMAT GRAPHIC GRAPHIC GRAPHIC
- ----------------- ---------- ------- --------- ------------------ ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BOSTON, MA........... 8 10
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
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
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(7) n/a(7)
SACRAMENTO, CA....... 28 28
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
KCMO-AM 1997 Talk Adults 2.2 16
25-54
KCMO-FM 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(8) (pending) Active Rock Men 18-34 24.5 1
KCIY-FM(8) (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
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

1998 ENTERCOM
MARKET REVENUE
---------------------
MARKET(1)/STATION SHARE(2) RANK(3)
- ----------------- --------- ---------
<S> <C> <C>
BOSTON, MA........... 17.3% 3
WEEI-AM
WRKO-AM
WAAF-FM
WQSX-FM
WWTM-AM(4)
SEATTLE, WA.......... 37.8%(5) 1
KBSG-AM/FM
KIRO-AM
KQBZ-FM
KISW-FM
KMTT-FM
KNWX-AM
KNDD-FM
PORTLAND, OR......... 26.5% 3
KFXX-AM
KGON-FM
KKSN-AM
KKSN-FM
KNRK-FM
KRSK-FM
KSLM-AM
SACRAMENTO, CA....... 18.1% 3
KCTC-AM
KRXQ-FM
KSEG-FM
KSSJ-FM
KDND-FM
KANSAS CITY, MO...... 1(7)
KCMO-AM
KCMO-FM
KMBZ-AM
KUDL-FM
KYYS-FM
WDAF-AM
KKGM-AM
KCFX-FM(8)
KQRC-FM(8)
KCIY-FM(8)
KXTR-FM(8)
MILWAUKEE, WI(9)..... 8.7% 5
WEMP-AM
WMYX-FM
WXSS-FM
</TABLE>

56
<PAGE> 61
<TABLE>
<CAPTION>
1998 MARKET RANK AUDIENCE AUDIENCE
--------------------- SHARE IN RANK IN
TARGET TARGET TARGET
METRO RADIO YEAR DEMO- DEMO- DEMO-
MARKET(1)/STATION POPULATION REVENUE ACQUIRED FORMAT GRAPHIC GRAPHIC GRAPHIC
- ----------------- ---------- ------- --------- ------------------ ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NORFOLK, VA(9)....... 36 44
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
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
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
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
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
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
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

1998 ENTERCOM
MARKET REVENUE
---------------------
MARKET(1)/STATION SHARE(2) RANK(3)
- ----------------- --------- ---------
<S> <C> <C>
NORFOLK, VA(9)....... 26.8% 1
WPTE-FM
WWDE-FM
WVKL-FM
WNVZ-FM
NEW ORLEANS, LA(9)... 41.9% 1
WSMB-AM
WWL-AM
WEZB-FM
WLMG-FM
WLTS-FM(10)
WTKL-FM(10)
GREENSBORO, NC(9).... 24.2% 2
WMQX-FM
WJMH-FM
WEAL-AM
WQMG-FM
BUFFALO, NY(9)....... 38.8% 1
WBEN-AM
WMJQ-FM
WWKB-AM
WKSE-FM
WGR-AM
WWWS-AM
MEMPHIS, TN(9)....... 20.1% 2
WOGY-FM
WJCE-AM
WRVR-FM
ROCHESTER, NY........ 21.4% 3
WBBF-FM
WBEE-FM
WEZO-AM
WQRV-FM
GREENVILLE/
SPARTANBURG,
SC(9).............. 23.8% 3
WFBC-FM
WSPA-FM
WYRD-AM(11)
WORD-AM(11)
WSPA-AM
WOLI-FM(12)
WOLT-FM(12)
</TABLE>

57
<PAGE> 62
<TABLE>
<CAPTION>
1998 MARKET RANK AUDIENCE AUDIENCE
--------------------- SHARE IN RANK IN
TARGET TARGET TARGET
METRO RADIO YEAR DEMO- DEMO- DEMO-
MARKET(1)/STATION POPULATION REVENUE ACQUIRED FORMAT GRAPHIC GRAPHIC GRAPHIC
- ----------------- ---------- ------- --------- ------------------ ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
WILKES-BARRE/SCRANTON,
PA(9).............. 64 69
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
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
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

1998 ENTERCOM
MARKET REVENUE
---------------------
MARKET(1)/STATION SHARE(2) RANK(3)
- ----------------- --------- ---------
<S> <C> <C>
WILKES-BARRE/SCRANTON
PA(9).............. 38.6% 1
WGBI-AM
WGGI-FM
WKRZ-FM
WWFH-FM
WILP-AM
WKRF-FM
WSHG-FM
WILK-AM
WGGY-FM
GAINESVILLE/
OCALA, FL.......... 20.8% 2
WKTK-FM
WSKY-FM
LONGVIEW/KELSO, WA... N/A 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 1998 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, 1998 Entercom Market Revenue Share in Kansas City will decline,
although we believe that 1998 Entercom 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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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. The number
of stations that a single entity may operate in a market is further limited 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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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 this historical
growth will continue or 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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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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<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 kHz 25-D June 1, 2005
3.7-N
KCFX-FM(4) C1 303 101.1 MHz 97.0 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 * 151.0 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 356 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 MHz 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 6.0 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 * 91.0 kHz 1.0-D August 1, 2006
.5-N
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 * 130.0 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 * 98.0 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. The FCC
rules require that at the end of a five year transition period we must elect
to operate on either the 1250 kHz frequency or the 1660 kHz frequency and
surrender the other frequency to the FCC.
(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. A license
application for these facilities has been filed with the FCC.

TRANSFERS OR ASSIGNMENT OF LICENSES. The Communications Act prohibits the
assignment of broadcast licenses or the transfer of control of a 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

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broadcast license to any party other than the assignee or transferee specified
in the application.

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 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

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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 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.

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

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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, 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;

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

- 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

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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 Sinclair acquisition is subject to the notification
filing requirements and applicable waiting periods of the Department of Justice
and the Federal Trade Commission, and we filed the applicable Hart-Scott-Rodino
notices. On September 27, 1999, the applicable waiting period for the
multi-market agreement expired. However, on September 24, 1999, we received a
"second request" from the Department of Justice with respect to the Kansas City
agreement and therefore the Department of Justice is currently conducting a more
detailed investigation of our acquisition of the four stations from Sinclair in
the Kansas City market. Although we believe that the concerns of the Department
of Justice will be resolved by our disposition of three stations in the Kansas
City market that we are required to make in order to comply with FCC rules, we
cannot assure you that this will be the case.

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
may take with respect to our acquisition of four stations from Sinclair in the
Kansas City market.

EMPLOYEES

On August 31, 1999, we had a staff of 838 full-time employees and 370
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, as
extended, expired on 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.

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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.

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 generally 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 was nonresponsive. On July 28, 1999, we commenced a
legal action seeking to enforce this agreement, and subsequently the seller
filed a cross-complaint against us asking for damages and filed a separate
action against our president asking for treble damages, an injunction,
attorney's fees and costs. Our by-laws provide for us to indemnify our president
for this claim. We intend to pursue our legal action against the seller and seek
dismissal of the claims filed by the seller. Accordingly, we cannot determine if
and when the transaction might occur.

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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. 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 in
eight other markets 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 these 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 the Kansas City market, where we already own
seven stations and Sinclair owns four 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.

As part of the multi-market agreement, we are acquiring 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 in
this company 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 notices with the Federal Trade Commission and the
Department of Justice on August 27, 1999. On September 27, 1999, the applicable
waiting period for the multi-market agreement expired. However, on September 24,
1999, we received a "second request" from the Department of Justice with respect
to the Kansas City agreement and therefore the Department of Justice is
currently conducting a more detailed investigation of our acquisition of the
four stations from Sinclair in the Kansas City market. Although we believe that
the concerns of the Department of Justice will be resolved by our disposition of
three stations in the Kansas City market that we are required to make in order
to comply with FCC rules, we cannot assure you that this will be the case.

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.

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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 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 $29.0 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 $3.0 million plus accrued interest. 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

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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 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,
warranties or 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 approximately $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 approximately $7.0 million of the $50.0
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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DESCRIPTION OF THE TIDES

Concurrently with this offering, we and a trust we own are also offering
$150 million in stated liquidation amount of TIDES by means of a separate
prospectus.

ISSUER

Entercom Communications Capital Trust, a Delaware statutory business trust,
will offer the TIDES. Entercom will acquire common securities of the trust in an
aggregate liquidation amount equal to 3% of the total capital of the trust. The
trust will use the gross proceeds of the TIDES offering and the sale of its
common securities to us to buy convertible subordinated debentures from us.
Substantially all of the assets of the trust will consist of our convertible
subordinated debentures.

DISTRIBUTIONS

Distributions on the TIDES will accrue from the date the trust issued the
TIDES, and subject to the distribution deferral provisions described below, the
trust will pay those distributions at the annual rate of % of the stated
liquidation amount of $50 per each of the TIDES quarterly in arrears on each
March 31, June 30, September 30 and December 31, commencing December 31, 1999.

DISTRIBUTION DEFERRAL PROVISIONS

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 convertible subordinated
debentures. We have the right, at any time, to defer the interest payments for
successive periods not exceeding 20 consecutive quarters. The trust will defer
distributions on the TIDES during any deferral period, but the distributions
will continue to accumulate quarterly until the end of the deferral period. We
have agreed not to declare or pay any dividend on our capital stock, including
our Class A common stock, during any deferral period.

CONVERSION INTO CLASS A COMMON STOCK

Each holder may convert each of its TIDES into our Class A common stock at
the initial rate of shares per each TIDES (equivalent to an initial
conversion price of $ per share of Class A common stock). In connection with
any conversion, the property trustee of the trust will exchange those TIDES for
a corresponding amount of convertible subordinated debentures held by the trust
and immediately convert those debentures into shares of our Class A common
stock.

MATURITY

Although the TIDES do not have a stated maturity, they are subject to
mandatory redemption upon the repayment or redemption, in whole or in part, of
the convertible subordinated debentures. The convertible subordinated debentures
will mature on September 30, 2014.

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OPTIONAL REDEMPTION

We may redeem the convertible subordinated debentures, in whole or in part,
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
TIDES after September 30, 2006.

GUARANTEE

Through a series of related agreements, we will fully and unconditionally
guarantee all of the trust's obligations under the TIDES.

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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.,
M.D. ..................... 75 Director
Lee Hague................... 53 Director
Marie H. Field.............. 61 Director
Michael R. Hannon........... 39 Director
David J. Berkman............ 38 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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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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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 also received restricted
stock grants under the 1998 Equity Compensation Plan.

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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 September 10, 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

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$21.58 per share. 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
Executive Officer. The employment agreement may be terminated upon written
notice no

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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> 85

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> 86

PRINCIPAL AND SELLING SHAREHOLDERS

The following tables set forth certain information as of September 29, 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; 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.

PRINCIPAL SHAREHOLDERS

<TABLE>
<CAPTION>
CLASS A COMMON STOCK(1)
-------------------------------------------------------------------
NUMBER OF
NUMBER BENEFICIALLY
OF SHARES PERCENT OF OWNED PERCENT OF
BENEFICIALLY CLASS BEFORE SHARES OFFERED CLASS AFTER
NAME OWNED(3) THE OFFERING(3) IN THIS OFFERING THE OFFERING(4)
- ---- ------------ --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Joseph M. Field(5)(6)............... 2,988,305 12.0% 1,200,000(7) 5.4%

David J. Field(5)(8)................ 2,574,994 10.3 200,000(9) 7.2

John C. Donlevie.................... 6,155 * -- *

Stephen F. Fisher................... 5,000 * -- *

Herbert Kean, M.D................... 1,071,590 4.3 -- 3.3

S. Gordon Elkins(5)(10)............. 3,603,044 14.4 450,000(11) 9.6

Thomas H. Ginley, Jr. M.D.(12)...... 879,120 3.5 -- 2.7

Lee Hague........................... 1,000 * -- *

Marie H. Field(5)(13)............... 2,988,305 12.0 1,200,000(7) 5.4

Nancy E. Field(5)(14)............... 2,153,400 8.6 500,000(15) 5.0

Michael R. Hannon(16)............... -- -- -- --

David J. Berkman.................... 2,500 * -- *

Chase Equity Associates, L.P.(16)
380 Madison Avenue
New York, NY 10017................. -- -- -- --

Putnam Investments, Inc.(17)
One Post Office Square
Boston, MA 02109................... 3,357,125 13.5 -- 10.2

All directors and executive officers
as a group (12 persons)............ 8,252,214 33.1 1,500,000 20.5

<CAPTION>
CLASS B COMMON PERCENT OF TOTAL PERCENT OF TOTAL
STOCK(2) ECONOMIC INTEREST VOTING POWER
------------------------- ---------------------- ----------------------
NUMBER
OF SHARES
BENEFICIALLY PERCENT OF BEFORE THE AFTER THE BEFORE THE AFTER THE
NAME OWNED(3) CLASS(3) OFFERING OFFERING OFFERING OFFERING
- ---- ------------ ---------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Joseph M. Field(5)(6)............... 9,782,555 92.9% 34.4% 25.6 77.4% 72.0%
David J. Field(5)(8)................ 749,250 7.1 8.9 6.9 7.7 7.1
John C. Donlevie.................... -- -- * * * *
Stephen F. Fisher................... -- -- * * * *
Herbert Kean, M.D................... -- -- 2.9 2.4 * *
S. Gordon Elkins(5)(10)............. -- -- 9.7 7.0 2.8 2.3
Thomas H. Ginley, Jr. M.D.(12)...... -- -- 2.4 1.9 * *
Lee Hague........................... -- -- * * * *
Marie H. Field(5)(13)............... -- -- 8.0 4.0 2.3 1.3
Nancy E. Field(5)(14)............... -- -- 5.8 3.7 1.7 1.2
Michael R. Hannon(16)............... -- -- 4.6 3.8 -- --
David J. Berkman.................... -- -- * * * *
Chase Equity Associates, L.P.(16)
380 Madison Avenue
New York, NY 10017................. -- -- 4.6 3.8 -- --
Putnam Investments, Inc.(17)
One Post Office Square
Boston, MA 02109................... -- -- 9.0 7.4 2.6 2.4
All directors and executive officers
as a group (12 persons)............ 10,531,805 100.0 50.5 38.3 87.2 81.1
</TABLE>

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<PAGE> 87

SELLING SHAREHOLDERS

CLASS A COMMON STOCK(1)
-------------------------------------------------------------------
NUMBER
OF SHARES PERCENT OF NUMBER OF PERCENT OF
BENEFICIALLY CLASS BEFORE SHARES OFFERED CLASS AFTER
NAME OWNED(3) THE OFFERING(3) IN THIS OFFERING THE OFFERING(4)
- ---- ------------ --------------- ---------------- ---------------
<S> <C> <C> <C> <C>

Marie H. Field..................... 2,988,305 12.0% 500,000 5.4%

Joseph and Marie Field
Foundation........................ 300,000 1.2 250,000 --

Marie H. Field and Nancy E. Field,
Trustees UDT 12/23/76
FBO David J. Field................ 666,000 2.7 300,000(18) 1.1

S. Gordon Elkins & David J. Field,
Trustees UDT Joseph M. Field
9/30/92 FBO David J. Field........ 738,150 3.0 100,000(18) 1.9

S. Gordon Elkins & Nancy E. Field,
Trustees UDT Joseph M. Field
9/30/92 FBO Nancy E. Field........ 625,422 2.5 100,000(18) 1.6

Marie H. Field and David J. Field,
Trustees UDT 12/23/76
FBO Nancy E. Field................ 666,000 2.7 100,000(18) 1.7

Nancy E. Field..................... 2,153,400 8.6 100,000 5.0

Joseph M. Field, Trustee UDT
of D. Kraus 7/21/98
FBO Sidonie Kazenel............... 157,805 * 50,000(18) *
---------

Total....................... 1,500,000
=========

<CAPTION>
CLASS B PERCENT OF TOTAL PERCENT OF TOTAL
COMMON STOCK(2) ECONOMIC INTEREST VOTING POWER
------------------------- ---------------------- ----------------------
NUMBER
OF SHARES
BENEFICIALLY PERCENT OF BEFORE THE AFTER THE BEFORE THE AFTER THE
NAME OWNED(3) CLASS(3) OFFERING OFFERING OFFERING OFFERING
- ---- ------------ ---------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Marie H. Field..................... -- -- 8.0% 4.0% 2.3% 1.3%
Joseph and Marie Field
Foundation........................ -- -- -- --
Marie H. Field and Nancy E. Field,
Trustees UDT 12/23/76
FBO David J. Field................ -- -- 1.8 * * *
S. Gordon Elkins & David J. Field,
Trustees UDT Joseph M. Field
9/30/92 FBO David J. Field........ -- -- 2.0 1.4 * *
S. Gordon Elkins & Nancy E. Field,
Trustees UDT Joseph M. Field
9/30/92 FBO Nancy E. Field........ -- -- 1.7 1.2 * *
Marie H. Field and David J. Field,
Trustees UDT 12/23/76
FBO Nancy E. Field................ -- -- 1.8 1.3 * *
Nancy E. Field..................... -- -- 5.8 3.7 1.7 1.2
Joseph M. Field, Trustee UDT
of D. Kraus 7/21/98
FBO Sidonie Kazenel............... -- -- * * * *
Total.......................
</TABLE>

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

* 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 September
10, 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, (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 a sister of Marie H. Field and (3) 300,000 shares of Class A
common stock held of record by Joseph M. Field as a director and officer of
the Joseph and Marie Field Foundation.

(7) Represents (1) 250,000 shares to be sold by the Joseph and Marie Field
Foundation, (2) 500,000 shares to be sold by Marie H. Field, (3) 400,000
shares to be sold by two trusts listed in the Selling Shareholders table of
which Marie H. Field is a trustee and (4) 50,000 shares to be sold by one
trust listed in the Selling Shareholders table of which Joseph M. Field is
a trustee.

(8) 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) 1,170,844 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.

(9) Represents shares to be sold by two trusts listed in the Selling
Shareholders table of which David J. Field is a trustee.

(10) Includes (1) 1,170,844 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, respectively (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.

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<PAGE> 88

(11) Represents shares to be sold by (1) two trusts listed in the Selling
Shareholders table of which S. Gordon Elkins is a co-trustee and (2) the
Joseph and Marie Field Foundation of which S. Gordon Elkins is a director
and officer.

(12) 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.

(13) 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, (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 a sister of Marie H.
Field and (4) 300,000 shares of Class A common stock held of record by
Marie H. Field as a director and officer of the Joseph and Marie Field
Foundation. 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.

(14) 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.

(15) Represents (1) 100,000 shares to be sold by Nancy E. Field and (2) 400,000
shares to be sold by two trusts listed in the Selling Shareholder table of
which Nancy E. Field is a trustee.

(16) Chase Equity Associates, L.P., an affiliate of Chase Capital, owns
1,695,669 shares of Class C common stock 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. Chase has granted the underwriters an option to purchase a
maximum of 200,000 additional shares to cover over-allotments. If the
underwriters exercise any of this over-allotment option, Chase will convert
the corresponding number of shares of its Class C common stock into the
same number of shares of Class A common stock.

(17) 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.

(18) If the underwriters fully exercise the over-allotment option that we and
some of the selling shareholders have granted, the five trusts listed in
the Selling Shareholders table will sell in the aggregate an additional
225,000 shares of Class A common stock.

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<PAGE> 89

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock as of September 10, 1999 consisted 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 reserved for issuance under our 1998 Equity Compensation Plan shares of
Class A common stock equal to 10% of the number of total outstanding shares of
common stock of all classes. 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 this 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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<PAGE> 90

David J. Berkman and Michael R. Hannon were designated Class A directors 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. In
general, shares of Class C common stock transferred to a party other than a
Regulated Entity are automatically converted into an equal number of fully paid
and non-assessable shares of Class A common stock. Shares of Class C common
stock may be transferred by a Regulated Entity under a limited set of
circumstances.

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

PREFERRED STOCK

We are authorized to issue 25,000,000 shares of preferred stock, par value
$.01 per share. Our board of directors, in its sole discretion, may designate
and issue one or more

86
<PAGE> 91

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 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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<PAGE> 92

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.

88
<PAGE> 93

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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<PAGE> 94

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 offering.

Upon completion of the 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 this 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, approximately 300,000 shares of Class A
common stock sold into the public market since the initial public offering and
approximately 100,000 shares of unrestricted Class A common stock 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.

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 approximately 10,500,000 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, other than shares sold in this offering, for a period of 90 days
after the date of this 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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<PAGE> 95

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement dated September , 1999, we and the selling shareholders have agreed
to sell to the underwriters named below, for whom Credit Suisse First Boston
Corporation, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated are acting as representatives, the following
respective numbers of shares of Class A common stock:

<TABLE>
<CAPTION>
Number
of Shares
Underwriter ---------
<S> <C>
Credit Suisse First Boston Corporation......................
Deutsche Bank Securities Inc. ..............................
Goldman, Sachs & Co. .......................................
Morgan Stanley & Co. Incorporated...........................

Total................................................ 9,500,000
=========
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all of the shares of Class A common stock in the offering if any are
purchased, other than those shares 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 Class A common stock may be terminated.

We and some of the selling shareholders have granted to the underwriters a
30-day option to purchase on a pro rata basis up to 1,225,000 additional shares
of Class A common stock from us and these selling shareholders at the public
offering price less underwriting discounts and commissions. Assuming that the
underwriters exercise this over-allotment option in full, 1,000,000 shares will
be sold by us and 225,000 shares will be sold by the selling shareholders. In
addition, Chase Equity Associates, L.P. has granted to the underwriters a 30-day
option to purchase on a pro rata basis, but only after the over-allotment option
that we and these selling shareholders have granted has been exercised in full,
up to 200,000 additional shares at the public offering price less the
underwriting discounts and commissions. The options may be exercised only to
cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $ per share. The
underwriters and selling group members may allow a discount of $ per share
of common stock on sales to other broker/

91
<PAGE> 96

dealers. After the initial public offering, the public offering price and
concession and discount to broker/dealers may be changed by the representatives.

The following table summarizes the compensation and estimated expenses we
and the selling shareholders will pay:

<TABLE>
<CAPTION>
Per Share Total
------------------------------- -------------------------------
Without With Without With
Over-allotment Over-allotment Over-allotment Over-allotment
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Underwriting discounts and
commissions paid by us... $ $ $ $
Expenses payable by us..... $ $ $ $
Underwriting discounts and
commissions paid by
selling shareholders..... $ $ $ $
</TABLE>

We and our directors, officers and members of senior management have agreed
that we will not offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, or file with the Commission a registration statement
under the Securities Act relating to, any additional shares of our Class A
common stock or securities convertible into or exchangeable or exercisable for
any shares of our capital stock or publicly disclose the intention to make an
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, except (1) with respect to us, pursuant to or in connection
with employee stock option or employee stock purchase plans or other employee or
non-employee director or key advisor compensation arrangements or agreements, in
effect on the date of this prospectus and (2) in connection with the conversion
of shares of Class A common stock, Class B common stock or Class C common stock
solely into another class of common stock.

In connection with the offering, our directors, members of senior
management and selling and other shareholders, including Chase Equity
Associates, L.P., have agreed pursuant to lock-up agreements not to sell or
otherwise dispose of shares representing approximately 10,500,000 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, other than shares sold in the offering, 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.

We and the selling shareholders 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.

The representatives may engage in over-allotment, stabilizing transactions
and syndicate covering transactions and penalty bids 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 Class A common
stock in the open market after the distribution has been completed in
order to cover syndicate short positions.

92
<PAGE> 97

- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the shares of Class A common stock
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 Class A common stock 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 TIDES.

93
<PAGE> 98

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the Class A common stock in Canada is being made only
on a private placement basis exempt from the requirement that we and the selling
shareholders prepare and file a prospectus with the securities regulatory
authorities in each province where trades of shares of Class A common stock are
effected. Accordingly, any resale of the Class A common stock 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 Class A
common stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of Class A common stock in Canada who receives a purchase
confirmation will be deemed to represent to us, the selling shareholders and the
dealer from whom such purchase confirmation is received that (1) the purchaser
is entitled under applicable provincial securities laws to purchase such shares
of Class A common stock 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 the issuer's directors and officers as well as the experts named
herein and the selling shareholders 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 the issuer or these persons. All or a substantial
portion of the assets of the issuer and these persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or these persons in Canada or to enforce a judgment obtained in
Canadian courts against the issuer or these persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of Class A common stock 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 shares of Class A Common Stock 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

94
<PAGE> 99

must be filed in respect of Class A Common Stock acquired on the same date and
under the same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of Class A common stock should consult their own legal
and tax advisers with respect to the tax consequences of an investment in the
shares of Class A common stock in their particular circumstances and with
respect to the eligibility of the shares of Class A common stock for investment
by the purchaser under relevant Canadian legislation.

95
<PAGE> 100

LEGAL MATTERS

The validity of the shares of Class A common stock offered by this
prospectus will be passed upon for us by John C. Donlevie, Esq., our Secretary
and General Counsel. Latham & Watkins, Washington, D.C., is also acting as our
counsel in connection with the offering. Weil, Gotshal & Manges LLP, New York,
New York, is acting as counsel to the underwriters in connection with the
offering.

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.

96
<PAGE> 101

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.

97
<PAGE> 102

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> 103

<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> 104

<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> 105

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> 106

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> 107

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> 108

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> 109

<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> 110

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> 111

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> 112

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> 113
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> 114
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> 115
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> 116
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> 117
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> 118
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> 119
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> 120
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> 121
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> 122
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> 123
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> 124
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> 125
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> 126
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> 127
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> 128
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> 129
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> 130
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> 131
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> 132

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> 133

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> 134

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> 135

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> 136
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> 137
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> 138
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> 139

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> 140

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> 141

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> 142

<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> 143

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> 144

<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> 145

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> 146
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> 147
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> 148
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> 149

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> 150

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> 151

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> 152

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> 153

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> 154

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> 155
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> 156
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> 157
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> 158
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> 159
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> 160
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> 161

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> 162

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> 163

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> 164

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> 165
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> 166

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> 167

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> 168

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> 169

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> 170

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> 171
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> 172
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> 173
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> 174
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> 175
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> 176

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> 177

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> 178

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> 179

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> 180

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> 181

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> 182
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> 183
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> 184
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> 185
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> 186
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> 187
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> 188
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> 189
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> 190
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> 191
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> 192
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> 193

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> 194

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> 195

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> 196

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES -- RADIO DIVISION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

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> 197
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> 198
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> 199

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

Baltimore, Maryland,
July 2, 1999

F-98
<PAGE> 200

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> 201

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> 202

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> 203

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> 204

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> 205
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> 206
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> 207
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> 208
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> 209
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> 210
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> 211
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> 212

[ENTERCOM LOGO]
<PAGE> 213

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 Registrant.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee........ $ 106,586
NASD Fee................................................... 30,500
New York Stock Exchange Listing Fee........................ 30,000
Printing and Engraving Expenses............................ 300,000
Accounting Fees and Expenses............................... 300,000
Legal Fees and Expenses.................................... 150,000
Transfer Agent Fees and Expenses........................... 5,000
Miscellaneous.............................................. 177,914
----------
Total................................................. $1,100,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Amended and Restated Articles of Incorporation provide
that the Registrant's directors shall not be personally liable to the Registrant
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. The Registrant's Amended and Restated Bylaws provide that
the Registrant 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 Registrant shall be indemnified
by the Registrant 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 the
Registrant, if the officer or director acted in good faith and in the manner
believed to be in, or not opposed to, the Registrant'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

II-1
<PAGE> 214

otherwise indemnified and (ii) such indemnifications are not prohibited by
Pennsylvania law or any other applicable law.

Any indemnification under the previous paragraph (unless ordered by a
court) shall be made by the Registrant 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 the
Registrant 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 the Registrant.

Expenses incurred by a director or officer of the Registrant in defending a
civil or criminal action, suit or proceeding shall be paid by the Registrant 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 the Registrant 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, the Registrant may maintain
insurance, obtain a letter of credit, act as self-insurer, create a reserve,
trust, escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security interest in any assets or
properties of the Registrant, 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 the Registrant to indemnify
a director or officer under Article VIII of the Bylaws is a contract between the
Registrant 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 our initial public offering, the Registrant 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
the Registrant.

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

II-2
<PAGE> 215

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.

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>
1.01 Form of Underwriting Agreement(1)
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 Lock-up Release Agreement, dated as of May 6, 1999, between
Chase Equity Associates L.P. and Credit Suisse First Boston
Corporation(4)
4.03 Form of Indenture for the Convertible Subordinated
Debentures due 2014 among Entercom Communications Corp., as
issuer and Wilmington Trust Company, as indenture trustee
(5)
5.01 Opinion of John C. Donlevie, Esq. as to the Legality of the
Securities Being Registered(1)
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)
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. (See table of
contents for list of omitted schedules and exhibits, which
the Registrant hereby agrees to furnish supplementally to
the Securities and Exchange Commission upon request.)
</TABLE>

II-3
<PAGE> 216

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
*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. (See table of contents for list of omitted schedules
and exhibits, which the Registrant hereby agrees to furnish
supplementally to the Securities and Exchange Commission
upon request)
10.10 Asset Purchase Agreement, dated as of January 26, 1998,
among the Registrant, Tuscaloosa Broadcasting, Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio
of Rochester Licensee, Inc.(3)
10.11 Time Brokerage Agreement, dated as of January 26, 1998,
among the Registrant, Tuscaloosa Broadcasting, Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio
of Rochester Licensee, Inc.(3)
10.12 Asset Purchase Agreement, dated as of August 13, 1998, among
the Registrant, CBS Radio, Inc. and CBS Radio License,
Inc.(3)
10.13 Time Brokerage Agreement, dated as of August 13, 1998, among
the Registrant, CBS Radio, Inc. and CBS Radio License,
Inc.(3)
10.14 Asset Purchase Agreement, dated as of August 13, 1998, among
CBS Radio, Inc., CBS Radio License, Inc., ARS Acquisition
II, Inc. and the Registrant (3)
10.15 Time Brokerage Agreement, dated as of August 13, 1998, among
CBS Radio, Inc., CBS Radio License, Inc., ARS Acquisition
II, Inc. and the Registrant(3)
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)
23.04 Consent of John C. Donlevie, Esq. (included in opinion filed
as Exhibit 5.01)(1)
*24.01 Power of Attorney (included on signature page of the
Registration Statement)
</TABLE>

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

* Previously filed.

(1) Filed herewith.

(2) To be filed by amendment.

(3) Incorporated by reference to the Company's Registration Statement on Form
S-1. (File No. 333-61381)

(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q.
(File No. 001-14461)

(5) Incorporated by reference to the Company's Registration Statement on Form
S-1. (File No. 333-86843)

(b) FINANCIAL STATEMENT SCHEDULE

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

II-4
<PAGE> 217

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 30, 1999.

ENTERCOM COMMUNICATIONS CORP.

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

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by 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 30, 1999
- --------------------------------------------- Executive Officer (Principal
Joseph M. Field Executive Officer)

/s/ DAVID J. FIELD President, Chief Operating September 30, 1999
- --------------------------------------------- Officer
David J. Field and a Director

* Executive Vice President, September 30, 1999
- --------------------------------------------- Secretary, General Counsel and
John C. Donlevie a Director

* Senior Vice President and Chief September 30, 1999
- --------------------------------------------- Financial Officer (Principal
Stephen F. Fisher Financial and Accounting
Officer)

* Director September 30, 1999
- ---------------------------------------------
Marie H. Field

* Director September 30, 1999
- ---------------------------------------------
Herbert Kean, M.D.

* Director September 30, 1999
- ---------------------------------------------
Lee Hague

* Director September 30, 1999
- ---------------------------------------------
Thomas H. Ginley, Jr. M.D.
</TABLE>

II-5
<PAGE> 218

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>
* Director September 30, 1999
- ---------------------------------------------
S. Gordon Elkins

* Director September 30, 1999
- ---------------------------------------------
Michael R. Hannon

* Director September 30, 1999
- ---------------------------------------------
David J. Berkman

*By: /s/ JOSEPH M. FIELD
---------------------------------------
Joseph M. Field
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 219

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> 220

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> 221

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
<C> <S> <C>
1.01 Form of Underwriting Agreement(1)
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 Lock-up Release Agreement, dated as of May 6, 1999, between
Chase Equity Associates L.P. and Credit Suisse Boston
Corporation(4)
4.03 Form of Indenture for the Convertible Subordinated
Debentures due 2014 among Entercom Communications Corp., as
issuer, and Wilmington Trust Company, as indenture
trustee(5)
5.01 Opinion of John C. Donlevie, Esq. as to the Legality of the
Securities Being Registered(1)
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)
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. (See table of
contents for list of omitted schedules and exhibits, which
the Registrant hereby agrees to furnish supplementally to
the Securities and Exchange Commission upon request.)
</TABLE>

<PAGE> 222

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
<C> <S> <C>
*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. (See table of contents for list of omitted schedules
and exhibits, which the Registrant hereby agrees to furnish
supplementally to the Securities and Exchange Commission
upon request.)
10.10 Asset Purchase Agreement, dated as of January 26, 1998,
among the Registrant, Tuscaloosa Broadcasting, Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio
of Rochester Licensee, Inc.(3)
10.11 Time Brokerage Agreement, dated as of January 26, 1998,
among the Registrant, Tuscaloosa Broadcasting, Inc.,
Sinclair Radio of Portland Licensee, Inc. and Sinclair Radio
of Rochester Licensee, Inc.(3)
10.12 Asset Purchase Agreement, dated as of August 13, 1998, among
the Registrant, CBS Radio, Inc. and CBS Radio License,
Inc.(3)
10.13 Time Brokerage Agreement, dated as of August 13, 1998, among
the Registrant, CBS Radio, Inc. and CBS Radio License,
Inc.(3)
10.14 Asset Purchase Agreement, dated as of August 13, 1998, among
CBS Radio, Inc., CBS Radio License, Inc., ARS Acquisition
II, Inc. and the Registrant(3)
10.15 Time Brokerage Agreement, dated as of August 13, 1998, among
CBS Radio, Inc., CBS Radio License, Inc., ARS Acquisition
II, Inc. and the Registrant(3)
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)
23.04 Consent of John C. Donlevie, Esq. (included in opinion filed
as Exhibit 5.01)(1)
*24.01 Power of Attorney (included on signature page of this
Registration Statement)
</TABLE>

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

* Previously filed.

(1) Filed herewith.

(2) To be filed by amendment.

(3) Incorporated by reference to the Company's Registration Statement on Form
S-1. (File No. 333-61381)

(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q.
(File No. 001-14461)

(5) Incorporated by reference to the Company's Registration Statement on Form
S-1. (File No. 333-86843)

<PAGE> 1

Exhibit 1.01

9,500,000 SHARES

ENTERCOM COMMUNICATIONS CORP.

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

UNDERWRITING AGREEMENT

Dated: September __, 1999

CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED

As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629

Ladies and Gentlemen:

1. Introductory. Entercom Communications Corp., a Pennsylvania
corporation (the "Company"), proposes to issue and sell 8,000,000 shares of its
Class A Common Stock, par value $.01 per share (the "Securities"), and the
shareholders listed in Schedule A hereto (the "Firm Selling Shareholders")
propose severally to sell an aggregate of 1,500,000 outstanding shares of the
Securities (such 9,500,000 shares of Securities collectively being hereinafter
referred to as the "Firm Securities"). The Company also proposes to sell to the
Underwriters, at the option of the Underwriters, an aggregate of not more than
1,000,000 additional shares of its Securities, certain of the Firm Selling
Shareholders also propose to sell to the Underwriters, at the option of the
Underwriters, an aggregate of not more than 225,000 additional shares of the
Company's Securities and Chase Equity Associates, L.P. (the "Optional Selling
Shareholder") also proposes to sell to the Underwriters, at the option of the
Underwriters, an aggregate of not more than 200,000 shares of the Securities, in
each case as set forth below (such additional shares being hereinafter referred
to as the "Optional Securities"). The Firm Securities and the Optional
Securities are herein collectively called the "Offered Securities," and the Firm
Selling Shareholders and the Optional Selling Shareholder are herein
collectively called the "Selling Shareholders." The Company and the

1
<PAGE> 2
Selling Shareholders hereby agree with the several Underwriters named in
Schedule B hereto (the "Underwriters") as follows:

2. Representations and Warranties of the Company and the Selling
Shareholders. (a) The Company represents and warrants to, and agrees with, the
several Underwriters and the Selling Shareholders that:

(i) A registration statement (No. 333-86397) relating to the
Offered Securities, including a form of prospectus, has been filed with
the Securities and Exchange Commission (the "Commission") and either
(A) has been declared effective under the Securities Act of 1933, as
amended (the "Act") and is not proposed to be amended or (B) is
proposed to be amended by amendment or post-effective amendment. If
such registration statement (an "initial registration statement") has
been declared effective, either (A) an additional registration
statement (an "additional registration statement") relating to the
Offered Securities may have been filed with the Commission pursuant to
Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become
effective upon filing pursuant to such Rule and all the Offered
Securities have been duly registered under the Act pursuant to the
initial registration statement and, if applicable, the additional
registration statement or (B) such an additional registration statement
is proposed to be filed with the Commission pursuant to Rule 462(b) and
will become effective upon filing pursuant to such Rule and upon such
filing all the Offered Securities will have been duly registered under
the Act pursuant to the initial registration statement and such
additional registration statement. If the Company does not propose to
amend the initial registration statement or if an additional
registration statement has been filed and the Company does not propose
to amend it, and if any post-effective amendment to either such
registration statement has been filed with the Commission prior to the
execution and delivery of this Agreement, the most recent amendment (if
any) to each such registration statement has been declared effective by
the Commission or has become effective upon filing pursuant to Rule
462(c) ("Rule 462(c)") under the Act or, in the case of the additional
registration statement, Rule 462(b). For purposes of this Agreement,
"Effective Time" with respect to the initial registration statement or,
if filed prior to the execution and delivery of this Agreement, the
additional registration statement means (A) if the Company has advised
the Representatives that it does not propose to amend such registration
statement, the date and time as of which such registration statement,
or the most recent post-effective amendment thereto (if any) filed
prior to the execution and delivery of this Agreement, was declared
effective by the Commission or has become effective upon filing
pursuant to Rule 462(c), or (B) if the Company has advised the
Representatives that it proposes to file an amendment or post-effective
amendment to such registration statement, the date and time as of which
such registration statement, as amended by such amendment or
post-effective amendment, as the case may be, is declared effective by
the Commission. If an additional registration statement has not been
filed prior to the execution and delivery of this Agreement but the
Company has advised the Representatives that it proposes to file one,
"Effective Time" with respect to such additional registration statement
means the date and time as of which such registration statement is
filed and becomes effective pursuant to Rule 462(b). "Effective Date"
with

2
<PAGE> 3
respect to the initial registration statement or the additional
registration statement (if any) means the date of the Effective Time
thereof. The initial registration statement, as amended at its
Effective Time, including all information contained in the additional
registration statement (if any) and deemed to be a part of the initial
registration statement as of the Effective Time of the additional
registration statement pursuant to the General Instructions of the Form
on which it is filed and including all information (if any) deemed to
be a part of the initial registration statement as of its Effective
Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, is
hereinafter referred to as the "Initial Registration Statement." The
additional registration statement, as amended at its Effective Time,
including the contents of the initial registration statement
incorporated by reference therein and including all information (if
any) deemed to be a part of the additional registration statement as of
its Effective Time pursuant to Rule 430A(b), is hereinafter referred to
as the "Additional Registration Statement." The Initial Registration
Statement and the Additional Registration Statement are hereinafter
referred to collectively as the "Registration Statements" and
individually as a "Registration Statement." The form of prospectus
relating to the Offered Securities, as first filed with the Commission
pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under
the Act or (if no such filing is required) as included in a
Registration Statement, is hereinafter referred to as the "Prospectus."
No document has been or will be prepared or distributed in reliance on
Rule 434 under the Act.

(ii) If the Effective Time of the Initial Registration Statement
is prior to the execution and delivery of this Agreement: (A) on the
Effective Date of the Initial Registration Statement, the Initial
Registration Statement conformed in all material respects to the
requirements of the Act and the rules and regulations of the Commission
("Rules and Regulations") and did not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, (B)
on the Effective Date of the Additional Registration Statement (if
any), each Registration Statement conformed or will conform, in all
material respects to the requirements of the Act and the Rules and
Regulations and did not include, or will not include, any untrue
statement of a material fact and did not omit, or will not omit, to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and (C) on the date of this
Agreement, the Initial Registration Statement and, if the Effective
Time of the Additional Registration Statement is prior to the execution
and delivery of this Agreement, the Additional Registration Statement
each conforms, and at the time of filing of the Prospectus pursuant to
Rule 424(b) or (if no such filing is required) at the Effective Date of
the Additional Registration Statement in which the Prospectus is
included, and on each Closing Date (as hereinafter defined) each
Registration Statement and the Prospectus will conform, in all material
respects to the requirements of the Act and the Rules and Regulations,
and neither of such documents includes, or will include, any untrue
statement of a material fact or omits, or will omit, to state any
material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of the
circumstances under which such statements were made) not misleading. If
the Effective Time of the Initial Registration Statement is subsequent
to the execution and delivery of this Agreement: on the Effective Date
of the Initial Registration

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<PAGE> 4
Statement, the Initial Registration Statement and the Prospectus will
conform in all material respects to the requirements of the Act and the
Rules and Regulations, neither of such documents will include any
untrue statement of a material fact or will omit to state any material
fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances
under which such statements were made) not misleading, and no
Additional Registration Statement has been or will be filed. The two
preceding sentences do not apply to statements in or omissions from a
Registration Statement or the Prospectus based upon written information
furnished to the Company by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the
only such information is that described as such in Section 7(c) hereof.

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

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

(v) The Offered Securities and all other outstanding shares of
capital stock of the Company have been duly authorized and validly
issued, are fully paid and nonassessable and conform to the description
thereof contained in the Prospectus; and the shareholders of the
Company have no preemptive rights with respect to the Offered
Securities and, except as described in the Prospectus, there are no
outstanding options, warrants or other rights calling for the issuance
of, or any commitment, plan or arrangement to issue, any shares of
capital stock of the Company or any subsidiary thereof or any security
convertible into or

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<PAGE> 5
exchangeable or exercisable for any capital stock of the Company or any
subsidiary thereof.

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

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

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

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

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

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<PAGE> 6
authorize, issue and sell the Offered Securities pursuant to this
Agreement.

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

(xii) Except as disclosed in the Prospectus, the Company and its
subsidiaries have good and marketable title to all real properties and
all other properties and assets owned by them, in each case free from
liens, encumbrances and defects that would materially affect the value
thereof or materially interfere with the use made or to be made thereof
by them; and except as disclosed in the Prospectus, the Company and its
subsidiaries hold any leased real or personal property under valid and
enforceable leases or subleases with no exceptions that, individually,
would materially interfere with the aggregate use of such properties in
any one radio market.

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

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

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

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

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<PAGE> 7
(xvii) Neither the Company nor any of its subsidiaries is in
violation of any statute, any rule, regulation, decision or order of
any governmental agency or body or any court, domestic or foreign,
relating to the use, disposal or release of hazardous or toxic
substances or relating to the protection or restoration of the
environment or human exposure to hazardous or toxic substances
(collectively, "Environmental Laws"), owns or operates any real
property contaminated with any substance that is subject to any
Environmental Laws, is liable for any off-site disposal or
contamination pursuant to any Environmental Laws, or is subject to any
claim relating to any Environmental Laws, which violation,
contamination, liability or claim would individually or in the
aggregate reasonably be expected to have a Material Adverse Effect on
the Company and its subsidiaries taken as a whole; and the Company is
not aware of any pending investigation which might reasonably be
expected to lead to such a claim.

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

(xix) The financial statements included in each Registration
Statement and the Prospectus (other than the Sinclair Financials, 1998
Heritage Financials, the 1997 Heritage Financials and the CBS
Financials defined in paragraph (xx) below) present fairly the
financial position of the Company and its consolidated subsidiaries as
of the dates shown and their results of operations and cash flows for
the periods shown, and, except as otherwise disclosed in the
Prospectus, such financial statements have been prepared in conformity
with the generally accepted accounting principles in the United States
applied on a consistent basis; and the schedules included in each
Registration Statement present fairly the information required to be
stated therein; and the assumptions used in preparing the pro forma
financial statements included in each Registration Statement and the
Prospectus provide a reasonable basis for presenting the significant
effects directly attributable to the transactions or events described
therein, the related pro forma adjustments give appropriate effect to
those assumptions, and the pro forma columns therein reflect the proper
application of those adjustments to the corresponding historical
financial statement amounts.

(xx) After due inquiry, the Company has no reason to believe that
(a) the financial statements and related schedules and notes of
Sinclair Broadcast Group and Subsidiaries - Radio Division (the
"Sinclair Financials") included in the Registration Statement and

7
<PAGE> 8
Prospectus do not present fairly the consolidated financial position,
results of operations and cash flows for the periods shown and changes
in financial position of Sinclair Broadcast Group and Subsidiaries -
Radio Division on the basis stated in the Registration Statement at the
respective dates or for the respective periods to which they apply; (b)
the financial statements and related schedules and notes of the
Portland, Oregon and Rochester, New York Radio Groups of Heritage Media
Services, Inc. - Broadcasting Segment (the "1998 Heritage Financials")
included in the Registration Statement and Prospectus do not present
fairly the consolidated financial position, results of operations and
cash flows for the periods shown and changes in financial position of
Portland, Oregon and Rochester, New York Radio Groups of Heritage Media
Services, Inc. - Broadcasting Segment on the basis stated in the
Registration Statement at the respective dates or for the respective
periods to which they apply; (c) the financial statements and related
schedules and notes of Heritage Media Services, Inc. Broadcasting
Segment - a Division of Heritage Media Corporation (the "1997 Heritage
Financials") included in the Registration Statement and Prospectus do
not present fairly the consolidated financial position, results of
operations and cash flows for the periods shown and changes in
financial position of Heritage Media Services, Inc. - Broadcasting
Segment - a Division of Heritage Media Corporation on the basis stated
in the Registration Statement at the respective dates or for the
respective periods to which they apply; (d) the financial statements
and related schedules and notes of the Boston Radio Market of CBS
Radio, Inc. (the "CBS Financials") included in the Registration
Statement and Prospectus do not present fairly the consolidated
financial position, results of operations and cash flows for the
periods shown and changes in financial position of the Boston Radio
Market of CBS Radio, Inc. on the basis stated in the Registration
Statement at the respective dates or for the respective periods to
which they apply; or (e) the Sinclair Financials, 1998 Heritage
Financials, the 1997 Heritage Financials and the CBS Financials have
not been prepared in accordance with generally accepted accounting
principles consistently applied except as disclosed therein.

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

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

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

8
<PAGE> 9
with management's authorization and (D) the reported accountability for
its assets is compared with existing assets at reasonable intervals.

(xxiv) The Company is not and, after giving effect to the offering
and sale of the Offered Securities and the application of the proceeds
thereof as described in the Prospectus, will not be an "investment
company" as defined in the Investment Company Act of 1940, as amended.

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

(xxvi) The Amended and Restated Asset Purchase Agreement, dated
August 20, 1999, by and among various subsidiaries of Sinclair and the
Company and the Asset Purchase Agreement dated August 20, 1999, by and
among various subsidiaries of Sinclair and the Company, have each been
duly authorized, executed and delivered by the Company and each
constitutes a validly and legally binding obligation of the Company,
each enforceable against the Company in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles, and each
remains in full force and effect.

(b) Each Selling Shareholder severally represents and warrants to, and
agrees with, the several Underwriters that:

(i) On each Closing Date hereinafter mentioned, such Selling
Shareholder will have valid and unencumbered title to the Offered
Securities to be delivered by such Selling Shareholder on such Closing
Date and full right, power and authority to enter into this Agreement
and to sell, assign, transfer and deliver the Offered Securities to be
delivered by such Selling Shareholder on such Closing Date hereunder;
and upon the delivery of and payment for the Offered Securities on each
Closing Date hereunder, assuming that the several Underwriters shall
have purchased the Offered Securities for value in good faith and
without notice of any adverse claim, the several Underwriters will
acquire valid and unencumbered title to the Offered Securities to be
delivered by such Selling Shareholder on such Closing Date.

(ii) If the Effective Time of the Initial Registration Statement
is prior to the execution and delivery of this Agreement: (A) on the
Effective Date of the Initial Registration Statement, the Initial
Registration Statement did not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which such
statements were made) not misleading, (B) on the Effective Date of the
Additional Registration Statement (if any), each Registration Statement
did not include, or

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<PAGE> 10
will not include, any untrue statement of a material fact and did not
omit, or will not omit, to state any material fact required to be
stated therein or necessary to make the statements therein (in the case
of the Prospectus, in the light of the circumstances under which such
statements were made) not misleading, and (C) on the date of this
Agreement, the Initial Registration Statement and, if the Effective
Time of the Additional Registration Statement is prior to the execution
and delivery of this Agreement, the Additional Registration Statement
does not include, and at the time of filing of the Prospectus pursuant
to Rule 424(b) or (if no such filing is required) at the Effective Date
of the Additional Registration Statement in which the Prospectus is
included neither the Registration Statement nor the Prospectus will
include any untrue statement of a material fact or will omit to state
any material fact required to be stated therein or necessary to make
the statements therein (in the case of the Prospectus, in light of the
circumstances under which such statements were made) not misleading. If
the Effective Time of the Initial Registration Statement is subsequent
to the execution and delivery of this Agreement: on the Effective Date
of the Initial Registration Statement, neither the Initial Registration
Statement nor the Prospectus will include any untrue statement of a
material fact or will omit to state any material fact required to be
stated therein or necessary to make the statements therein (in the case
of the Prospectus, in the light of the circumstances under which such
statements were made) not misleading. The representations and
warranties made in the two preceding sentences apply only to the extent
that any statements in or omissions from a Registration Statement or
the Prospectus as to each Selling Shareholder are made in reliance upon
and in conformity with written information furnished to the Company by
such Selling Shareholder specifically for use therein.

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

3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company and each Firm Selling
Shareholder agree, severally and not jointly, to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
and each Firm Selling Shareholder, at a purchase price of $____ per share, the
number of Firm Securities (rounded up or down, as determined by Credit Suisse
First Boston Corporation ("CSFBC") in its discretion, in order to avoid
fractions) obtained by multiplying 8,000,000 Firm Securities in the case of the
Company and the number of Firm Securities set forth opposite the name of such
Firm Selling Shareholder in Schedule A hereto, in the case of a Firm Selling
Shareholder, in each case by a fraction the numerator of which is the number of
Firm Securities set forth opposite the name of such Underwriter in Schedule B
hereto and the denominator of which is the total number of Firm Securities.

Certificates in negotiable form for the Offered Securities to be sold
by the Firm Selling Shareholders hereunder have been placed in custody, for
delivery under this Agreement, under

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<PAGE> 11
Custody Agreements (the "Custody Agreements") made with John C. Donlevie, Esq.,
as custodian ("Custodian"). Each Firm Selling Shareholder agrees that the shares
represented by the certificates held in custody for the Firm Selling
Shareholders under such Custody Agreements are subject to the interests of the
Underwriters hereunder, that the arrangements made by the Firm Selling
Shareholders for such custody are to that extent irrevocable, and that the
obligations of the Firm Selling Shareholders hereunder shall not be terminated
by operation of law, whether by the death of any individual Firm Selling
Shareholder or the occurrence of any other event, or in the case of a trust, by
the death of any trustee or trustees or the termination of such trust. If any
individual Firm Selling Shareholder or any such trustee or trustees should die,
or if any other event should occur, or if any of such trusts should terminate,
before the delivery of the Offered Securities hereunder, certificates for such
Offered Securities shall be delivered by the Custodian in accordance with the
terms and conditions of this Agreement as if such death or other event or
termination had not occurred, regardless of whether or not the Custodian shall
have received notice of such death or other event or termination.

The Company and the Custodian will deliver the Firm Securities to the
Representatives for the accounts of the Underwriters, against payment of the
purchase price in Federal (same day) funds by wire transfer to an account at a
bank acceptable to CSFBC designated by the Company in the case of 8,000,000
shares of Firm Securities and by the Custodian in the case of 1,500,000 shares
of Firm Securities, at the office of CSFBC, Eleven Madison Avenue, New York, New
York, at 10:00A.M., New York time, on _______ __, 1999, or at such other time
not later than seven full business days thereafter as CSFBC and the Company
determine, such time being herein referred to as the "First Closing Date." For
purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First
Closing Date (if later than the otherwise applicable settlement date) shall be
the settlement date for payment of funds and delivery of securities for all the
Offered Securities sold pursuant to the offering; provided, however, that
delivery of the certificates evidencing the Firm Shares shall be made through
The Depository Trust Company ("DTC") at its offices in New York, New York. The
certificates for the Firm Securities so to be delivered will be in definitive
form, in such denominations and registered in such names as CSFBC requests and
will be made available for checking and packaging for delivery at DTC at least
24 hours prior to the First Closing Date.

In addition, upon written notice from CSFBC given to the Company, the
Firm Selling Shareholders and the Optional Selling Shareholder from time to time
not more than 30 days subsequent to the date of the Prospectus, the Underwriters
may purchase all or less than all of the Optional Securities at the purchase
price per Security to be paid for the Firm Securities. Each of the Company and
the Firm Selling Shareholders agrees, severally and not jointly, to sell to the
Underwriters the respective number of Optional Securities (up to an aggregate of
1,225,000 shares) obtained by multiplying the number of Optional Securities
specified in such notice by a fraction the numerator of which is the number of
shares set forth opposite the names of such Firm Selling Shareholders in
Schedule A hereto under the caption "Number of Optional Securities to be Sold"
in the case of the Firm Selling Shareholders and the denominator of which is the
total number of Optional Securities proposed to be sold by the Company and the
Firm Selling Shareholders (subject to adjustment by CSFBC to eliminate
fractions), and the Underwriters agree, severally and not jointly, to purchase
such Optional Securities. In the event that the over-allotment is exercised only

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<PAGE> 12

in part, the Underwriters shall purchase the first 1,225,000 shares of the
Optional Securities from the Company and the Firm Selling Shareholders and the
Underwriters shall purchase any shares of Optional Securities (up to a total of
200,000 shares) in excess of 1,225,000 shares from the Optional Selling
Shareholder. Such Optional Securities shall be purchased from the Company, the
Firm Selling Shareholders or the Optional Selling Shareholder, as the case may
be, for the account of each Underwriter in the same proportion as the number of
Firm Securities set forth opposite such Underwriter's name bears to the total
number of Firm Securities (subject to adjustment by CSFBC to eliminate
fractions) and may be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be sold or delivered unless the Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by CSFBC to the Company.

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

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

5. Certain Agreements of the Company and the Selling Shareholders. The
Company agrees with the several Underwriters and the Selling Shareholders and,
with respect to clauses (k) and (l) below, the Selling Shareholders agree with
the Company and the several Underwriters that:

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

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<PAGE> 13
The Company will advise CSFBC promptly of any such filing pursuant to
Rule 424(b). If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement and
an additional registration statement is necessary to register a portion
of the Offered Securities under the Act but the Effective Time thereof
has not occurred as of such execution and delivery, the Company will
file the additional registration statement or, if filed, will file a
post-effective amendment thereto with the Commission pursuant to and in
accordance with Rule 462(b) on or prior to 10:00 P.M., New York time,
on the date of this Agreement or, if earlier, on or prior to the time
the Prospectus is printed and distributed to any Underwriter, or will
make such filing at such later date as shall have been consented to by
CSFBC.

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

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

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

13
<PAGE> 14
(e) The Company will furnish to the Representatives copies of each
Registration Statement (five of which will be signed and will include
all exhibits), each related preliminary prospectus, and, so long as a
prospectus relating to the Offered Securities is required to be
delivered under the Act in connection with sales by any Underwriter or
dealer, the Prospectus and all amendments and supplements to such
documents, in each case in such quantities as CSFBC requests. The
Prospectus shall be so furnished on or prior to 3:00 P.M., New York
time, on the business day following the later of the execution and
delivery of this Agreement or the Effective Time of the Initial
Registration Statement. All other such documents shall be so furnished
as soon as available. The Company will pay the expenses of printing and
distributing to the Underwriters all such documents.

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

(g) During the period of five years hereafter, the Company will
furnish to the Representatives and, upon request, to each of the other
Underwriters, as soon as practicable after the end of each fiscal year,
a copy of its annual report to shareholders for such year; and the
Company will furnish to the Representatives (i) as soon as available, a
copy of each report and any definitive proxy statement of the Company
filed with the Commission under the Securities Exchange Act of 1934, as
amended, or mailed to shareholders, and (ii) from time to time, such
other information concerning the Company as CSFBC may reasonably
request, subject to the limitations under the Act and the Securities
Exchange Act of 1934, as amended.

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

(i) The Company has obtained and will deliver to CSFBC no later
than the close of

14
<PAGE> 15
business on the date hereof, a lock-up agreement from each of its
directors, executive officers and certain shareholders listed on
Schedule C attached hereto.

(j) The Company agrees with the several Underwriters that the
Company will pay all expenses incident to the performance of the
obligations of the Company and each Selling Shareholder, as the case
may be, under this Agreement, for any filing fees and other expenses
(including reasonable fees and disbursements of counsel) in connection
with qualification of the Offered Securities for sale under the laws of
such jurisdictions as CSFBC designates and the printing of memoranda
relating thereto, for the filing fee incident to, and the reasonable
fees and disbursements of counsel to the Underwriters in connection
with, the review by the National Association of Securities Dealers,
Inc. of the terms of the offering, for any travel expenses of the
Company's officers and employees and any other expenses of the Company
in connection with attending or hosting meetings with prospective
purchasers of the Offered Securities, and for expenses incurred in
distributing preliminary prospectuses and the Prospectus (including any
amendments and supplements thereto) to the Underwriters. Each Selling
Shareholder agrees to pay for any transfer taxes on the sale by such
Selling Shareholder of the Selling Shareholder's Offered Securities to
the Underwriters.

(k) Each Selling Shareholder agrees to deliver to CSFBC,
attention: Transactions Advisory Group, on or prior to the First
Closing Date (or on or prior to the Optional Closing Date, in the case
of the Optional Selling Shareholder) a properly completed and executed
United States Treasury Department Form W-9 (or other applicable form or
statement specified by Treasury Department regulations in lieu
thereof).

(l) Each Selling Shareholder agrees, for a period of 90 days after
the date of the offering of the Firm Securities, not to offer, sell,
contract to sell, pledge or otherwise dispose of, directly or
indirectly, any additional shares of the Securities of the Company or
securities convertible into or exchangeable or exercisable for any
shares of Securities, or publicly disclose the intention to make any
such offer, sale, pledge or disposal, without the prior written consent
of CSFBC; provided, however, that nothing in this Section 5(l) shall
prevent the Optional Selling Shareholder from converting any shares of
Class C Common Stock of the Company into securities in accordance with
the Company's Amended and Restated Articles of Incorporation.

6. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Shareholders herein, to
the accuracy of the statements of Company officers made pursuant to the
provisions hereof, to the performance by the Company and the Selling
Shareholders of their respective obligations hereunder and to the following
additional conditions precedent:

(a) The Representatives shall have received a letter, dated the
date of delivery thereof

15
<PAGE> 16
(which, if the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement, shall be on or
prior to the date of this Agreement or, if the Effective Time of the
Initial Registration Statement is subsequent to the execution and
delivery of this Agreement, shall be prior to the filing of the
amendment or post-effective amendment to the registration statement to
be filed shortly prior to such Effective Time), of Deloitte & Touche
LLP and Arthur Andersen LLP confirming that they are independent public
accountants within the meaning of the Act and the applicable published
Rules and Regulations thereunder and stating to the effect that:

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

(ii) they have performed the procedures specified by
the American Institute of Certified Public Accountants for a
review of interim financial information as described in the
Statement of Auditing Standards No. 71, Interim Financial
Information, on the unaudited financial statements included in
the Registration Statements;

(iii) with respect to Deloitte & Touche LLP only, on
the basis of a reading of the latest available interim
financial statements of the Company, inquiries of officials of
the Company who have responsibility for financial and
accounting matters and other specified procedures, nothing
came to their attention that caused them to believe that:

(A) the unaudited financial statements
included in the Registration Statements do not comply
as to form in all material respects with the
applicable accounting requirements of the Act and the
related published Rules and Regulations or any
material modifications should be made to such
unaudited financial statements for them to be in
conformity with generally accepted accounting
principles;

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

16
<PAGE> 17
income statement included in the Prospectus to the
closing date of the latest available income statement
read by such accountants there were any decreases, as
compared with the corresponding period of the
previous year, in consolidated net broadcast revenue,
net income (loss) or in the total or per share
amounts of consolidated income (loss) before
extraordinary items;

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

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

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

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

17
<PAGE> 18
shall have been issued and no proceedings for that purpose shall have
been instituted or, to the knowledge of any Selling Shareholder, the
Company or the Representatives, shall be contemplated by the
Commission.

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

(d) The Representatives shall have received an opinion, dated
such Closing Date, of Latham & Watkins, counsel for the Company, to the
effect that:

(i) Based solely on certificates from public
officials, such counsel confirms that the Company is qualified
to do business in those jurisdictions set forth on Schedule A
hereto;

(ii) Except as described in the Prospectus, to such
counsel's knowledge, there are no outstanding options,
warrants or other rights calling for the issuance of, or any
commitment, plan or arrangement to issue, any shares of
capital stock of the Company or any security convertible into
or exchangeable or exercisable for any capital stock of the
Company;

(iii) Except as described in the Prospectus, to such
counsel's knowledge, there are no contracts, agreements or
understandings between the Company and any person granting
such person the right to require the Company to file a
registration

18
<PAGE> 19
statement under the Act with respect to any securities of the
Company owned or to be owned by such person or to require the
Company to include such securities in the securities
registered pursuant to the Registration Statement or in any
securities being registered pursuant to any other registration
statement filed by the Company under the Act;

(iv) No consent, approval, authorization or order of,
or filing with, any federal or New York court or governmental
agency or body is required for the consummation of the
issuance and sale of the Offered Securities by the Company
pursuant to this Agreement, except such as have been obtained
under the Act and such as may be required under state
securities laws in connection with the purchase and
distribution of such Offered Securities by the Underwriters;
provided, however, that such counsel need not express an
opinion as to any consents, approvals, authorizations or
filings that may be required by the FCC or under the
Communications Act of 1934;

(v) The issuance and sale of the Offered Securities
pursuant to this Agreement will not result in any violation by
the Company of any federal or New York statute, rule or
regulation known to such counsel to be applicable to the
Company (other than federal or state securities laws, which
are specifically addressed elsewhere therein), or in the
breach of or a default under any of the agreements filed as an
exhibit to the Registration Statement to which the Company or
any of its subsidiaries is a party; provided, however, that
such counsel need not express an opinion with respect to any
requirements of the FCC or under the Communications Act of
1934;

(vi) The Initial Registration Statement and the
Additional Registration Statement, if any, have become
effective under the Act, and to the best of the knowledge of
such counsel, no stop order suspending the effectiveness of
the Registration Statement has been issued under the Act and
no proceedings for that purpose have been initiated or, to the
best of such counsel's knowledge, pending, contemplated or
threatened by the Commission; and any required filing of the
Prospectus pursuant to Rule 424(b) under the Act has been made
in accordance with Rule 430A under the Act;

(vii) The Registration Statement and the Prospectus
comply as to form in all material respects with the
requirements for registration statements on Form S-1 under the
Act and the rules and regulations thereunder, it being
understood that such counsel need express no opinion as to (A)
the financial statements or other financial data contained in
the Registration Statements or the Prospectus or (B) any
requirements of the FCC or the Communications Act of 1934; and

(viii) The descriptions in the Registration
Statements and Prospectus of statutes, legal and governmental
proceedings and contracts and other documents are

19
<PAGE> 20
accurate and fairly present the information required to be
shown, other than the description of the Pennsylvania Business
Corporation Code, as to which such counsel need not express an
opinion; and, to the best of such counsel's knowledge, there
are no legal or governmental proceedings required to be
described in the Registration Statement or the Prospectus
which are not described as required or of any contracts or
documents of a character required to be described in a
Registration Statement or the Prospectus or to be filed as
exhibits to a Registration Statement which are not described
and filed as required.

Such counsel shall also indicate that no facts came
to its attention that caused it to believe that the
Registration Statement, at the time it became effective or on
the Closing Date, contained an untrue statement of fact or
omitted to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of
the Prospectus, in light of the circumstances under which they
were made) not misleading, or that the Prospectus, as of its
date and the Closing Date contained an untrue statement of
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not
misleading.

The foregoing opinion may be limited to the federal
securities laws of the United States of America, the laws of
the State of New York, and counsel rendering the foregoing
opinion may rely as to questions of fact upon the
representations of the Company set forth in this Agreement and
upon certificates of officers of the Company and of government
officials. In addition, counsel may state that it has made no
special inquiry or investigation in respect of opinions that
are rendered to the knowledge of such counsel. In addition,
such counsel may include in its opinion standard and customary
qualifications and limitations.

(e) The Representatives shall have received an opinion, dated
such Closing Date, of John C. Donlevie, General Counsel to the Company,
or such other counsel reasonably acceptable to the Underwriters, to the
effect that:

(i) The Company has been duly incorporated and is an
existing corporation in good standing under the laws of the
Commonwealth of Pennsylvania, with corporate power and
authority to own its properties and conduct its business as
described in the Prospectus;

(ii) The Offered Securities to be issued and sold by
the Company pursuant to this Agreement have been duly
authorized and, when issued to and paid for by the
Underwriters in accordance with this Agreement, will be
validly issued, fully paid and nonassessable; and the
shareholders of the Company have no preemptive rights with
respect to the Securities under the Pennsylvania Business
Corporation Law, nor do the Articles of Incorporation provide
the shareholders with preemptive rights with respect to the
Offered Securities;

20
<PAGE> 21
(iii) This Agreement has been duly authorized,
executed and delivered by the Company; the issuance and sale
of the Offered Securities pursuant to this Agreement will not
result in the violation by the Company of its Certificate of
Incorporation or Bylaws, or in a breach of or a default under
any of the agreements filed as an exhibit to the Registration
Statement to which the Company or any subsidiary is a party or
by which the Company or any such subsidiary is bound or to
which any of the properties of the Company or any such
subsidiary is subject;

(iv) Each of the Company's subsidiaries has been duly
organized and is an entity validly existing and in good
standing under the laws of the state of its organization, with
full power and authority (corporate and other) to own its
properties and conduct its business as described in the
Prospectus; and each subsidiary is duly qualified to do
business as a foreign corporation, limited liability company
or business trust, as applicable, and in good standing in all
other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such
qualification, except where the failure to be so qualified
would not have a Material Adverse Effect on the Company and
its subsidiaries taken as a whole;

(v) Except as set forth in the Prospectus, all of the
outstanding shares of capital stock of, or other ownership
interests in, each of the subsidiaries of the Company have
been duly authorized and validly issued, are fully paid and
nonassessable and are owned of record and beneficially by the
Company or by a subsidiary of the Company, and were not issued
in violation of any preemptive rights, rights of first refusal
or other similar rights (in each case created by statute or
under any subsidiary's certificate of incorporation or bylaws
or any agreement to which any subsidiary is a party of which
we have knowledge); to such counsel's knowledge, all such
shares are owned by the Company, free and clear of any
security interest, claim, lien, encumbrance or adverse
interest of any nature, except liens set forth in the
Prospectus;

(vi) Except as described in the Prospectus, to such
counsel's knowledge, there are no outstanding options,
warrants or other rights calling for the issuance of, or any
commitment, plan or arrangement to issue, any shares of
capital stock of any subsidiary of the Company or any security
convertible into or exchangeable or exercisable for any
capital stock of any subsidiary of the Company;

(vii) The description in the Registration Statements
and Prospectus of the Pennsylvania Business Corporation Code
is accurate and fairly presents the information required to be
shown; and

(viii) The Amended and Restated Asset Purchase
Agreement, dated August 20, 1999, by and among various
subsidiaries of Sinclair and the Company and the

21
<PAGE> 22
Asset Purchase Agreement dated August 20, 1999, by and among
various subsidiaries of Sinclair and the Company, have each
been duly authorized, executed and delivered by the Company
and each constitutes a validly and legally binding obligation
of the Company, each enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles.

With respect to the information contained in opinions (iv), (v) and
(vi), such counsel may state that he has relied upon legal opinions
rendered to him in connection with the Offering by counsel familiar
with the capital structure of the Company's subsidiaries or with the
agreements in question, as the case may be. The foregoing opinion may
be limited to the laws of the Commonwealth of Pennsylvania and the
Pennsylvania Business Corporation Law of 1988, as amended, and, in the
case of opinion (viii), may assume that the laws of other jurisdictions
are consistent with the laws of the Commonwealth of Pennsylvania, and
counsel rendering the foregoing opinion may rely as to questions of
fact upon the representations of the Company set forth in this
Agreement and upon certificates of officers of the Company and of
government officials. In addition, counsel may state that he has made
no special inquiry or investigation in respect of opinions that are
rendered to the knowledge of such counsel. In addition, such counsel
may include in its opinion standard and customary qualifications and
limitations.

(f) The Representatives shall have received an opinion, dated such
Closing Date, of Leventhal, Senter & Lerman PLLC, in their capacity as FCC
counsel for the Company, to the effect that:

(i) The issuance and sale of the Offered Securities
by the Company in accordance with this Agreement does not
require FCC approval assuming that, in connection therewith,
(i) Joseph M. Field continues to hold in his own name and
exercise voting control of the voting securities of the
Company representing majority voting control of the Company;
(ii) each purchaser of the Offered Securities is qualified
under the Communications Laws to hold such interest; and (iii)
not more than 25% of the capital stock of the Company in the
aggregate will be owned by foreign governments, alien
individuals or entities, or representatives thereof;

(ii) The execution and delivery by the Company of
this Agreement and the issuance and sale of the Offered
Securities by the Company in accordance with this Agreement
does not constitute a violation by the Company of the
Communications Act of 1934, as amended, and the regulations
promulgated thereunder (the "Communications Laws") assuming
that, in connection therewith: (i) Joseph M. Field continues
to hold in his own name and exercise voting control of the
voting securities of the Company representing majority voting
control of the Company; (ii) each purchaser of the Offered
Securities is qualified under the Communications

22
<PAGE> 23
Laws to hold such interest; and (iii) not more than 25% of the
capital stock of the Company in the aggregate will be owned by
foreign governments, alien individuals or entities, or
representatives thereof;

(iii) The entities listed on Exhibit A attached to
such opinion (the "Licensees") hold the respective FCC
Licenses listed thereon. Such FCC Licenses are in full force
and effect, except as noted on Exhibit A. As used herein,
"full force and effect" means that, to the knowledge of such
counsel, the orders issuing the FCC Licenses have become
effective, no stay of the effectiveness of such orders has
been issued by the FCC, and the FCC Licenses have not been
invalidated by any subsequent published FCC action;

(iv) To the knowledge of such counsel, except for
those disclosed in this Agreement, the Registration Statement
or on Exhibit B attached to such opinion, and except for
proceedings affecting the radio broadcasting industry
generally, there are no proceedings pending or threatened in
writing under the Communications Laws against the Company, the
Licensees or Company owned or operated stations by or before
the FCC or before any court having jurisdiction of matters
under the Communications Laws which seek the revocation,
non-renewal, or material adverse modification of any of the
FCC Licenses;

(v) The FCC Statements (which include the statements
of the Company in the Registration Statements under the
captions "Risk Factors -- We must respond to rapid changes in
technology, services and standards which characterize our
industry in order to remain competitive," "Risk Factors - We
are dependent on federally issued licenses to operate our
radio stations and are subject to extensive federal
regulation," "Business -- Federal Regulation of Radio
Broadcasting," "Business -- Competition; Changes in
Broadcasting Industry" and "Description of Capital Stock
Foreign Ownership"), insofar as they constitute summaries of
the Communications Laws and material proceedings thereunder,
are accurate and fairly present the information set forth
therein in all material respects; and

(vi) Such counsel has no reason to believe that the
Registration Statement or Prospectus or any amendment or
supplement thereto, as of its issue date or as of the date
hereof, solely with respect to statements relating to federal
broadcast communications law or legal conclusions with respect
to federal broadcast communications law, contains any untrue
statement of a material fact or omits to state any material
fact necessary in order to make such statements or
conclusions, in light of the circumstances under which they
were made, not misleading.

(g) The Representatives shall have received the opinion
contemplated in the Power of Attorney executed and delivered by each
Selling Shareholder and an opinion, dated such Closing Date, of Latham
& Watkins, special counsel for the Selling Shareholders, or such other
special counsel reasonably acceptable to the Underwriters, which, in
the case of the

23
<PAGE> 24
Optional Selling Shareholder, may be in-house counsel, to the effect
that:

(i) A Power of Attorney and Custody Agreement have
each been duly executed and delivered by each Selling
Shareholder and constitute the valid and binding agreements of
each such Selling Shareholder, enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors'
rights and to general equity principles;

(ii) Each Selling Shareholder has the legal right and
power, and all authorizations and approvals required by
federal or New York law or, to the best of such counsel's
knowledge, any instruments binding upon any Selling
Shareholder, to enter into this Agreement and the Custody
Agreement and to sell, transfer and deliver the Offered
Securities;

(iii) Upon physical delivery of the Offered
Securities being sold by the Selling Shareholders to the
Underwriters in the State of New York, with an undated stock
power duly endorsed in blank by an effective endorsement and
payment therefor in accordance with the terms of this
Agreement, the Underwriters will become the "protected
purchaser" (as defined in Section 8-303(a) of the Uniform
Commercial Code as in effect in the State of New York on the
date hereof) of Offered Securities, free of "adverse claim"
(as defined in Section 8-102(a)(1) of the Uniform Commercial
Code as in effect in the State of New York on the date
hereof), assuming that the Underwriters do not have notice of
any adverse claim to such Offered Securities; and

(iv) This Agreement has been duly executed and
delivered by each Selling Shareholder.

The foregoing opinion may be limited to the federal securities laws of
the United States of America and the laws of the State of New York, in
the case of Latham & Watkins, or the laws of the Commonwealth of
Pennsylvania, in the case of Stradley, Ronon, Stevens & Young, and
counsel rendering the foregoing opinion may rely as to questions of
fact upon the representations of the Selling Shareholders set forth in
this Agreement and upon certificates of officers or partners of the
Selling Shareholders and of government officials. In addition, counsel
may state that it has made no special inquiry or investigation in
respect of opinions that are rendered to the knowledge of such counsel.

(h) The Representatives shall have received from Weil, Gotshal
& Manges LLP, counsel for the Underwriters, such opinion or opinions,
dated such Closing Date, with respect to the Registration Statements,
the Prospectus and other related matters as the Representatives may
reasonably require, and the Selling Shareholders and the Company shall
have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.

24
<PAGE> 25
(i) The Representatives shall have received a certificate,
dated such Closing Date, of the President or any Vice President and a
principal financial or accounting officer of the Company in which such
officers, to the best of their knowledge after reasonable
investigation, shall state that: the representations and warranties of
the Company in this Agreement are true and correct as though made on
such Closing Date; the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to such Closing Date; no stop order suspending
the effectiveness of any Registration Statement has been issued and no
proceedings for that purpose have been instituted or are contemplated
by the Commission; the Additional Registration Statement (if any)
satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b)
was filed pursuant to Rule 462(b), including payment of the applicable
filing fee in accordance with Rule 111(a) or (b) under the Act, prior
to the time the Prospectus was printed and distributed to any
Underwriter; and, subsequent to the date of the most recent financial
statements in the Prospectus, there has been no material adverse
change, nor any development or event involving a prospective material
adverse change, in the condition (financial or other), business,
properties or results of operations of the Company and its subsidiaries
taken as a whole except as set forth in or contemplated by the
Prospectus or as described in such certificate.

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

The Selling Shareholders and the Company will furnish the Representatives with
such conformed copies of such opinions, certificates, letters and documents as
the Representatives reasonably request. CSFBC may in its sole discretion waive
on behalf of the Underwriters compliance with any conditions to the obligations
of the Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

7. Indemnification and Contribution. (a) The Company will
indemnify and hold harmless each Underwriter, its partners, directors and
officers and each person, if any, who controls such underwriter within the
meaning of Section 15 of the Act against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in the case of
the Prospectus, in light of the circumstances under which they were made) not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such

25
<PAGE> 26
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (c) below, and provided, further,
that with respect to any untrue statement or alleged untrue statement in or
omission or alleged omission from any preliminary prospectus, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased the Offered Securities concerned, to the extent that a
prospectus relating to such Offered Securities was required to be delivered by
such Underwriter under the Act in connection with such purchase and any such
loss, claim, damage or liability of such Underwriter results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Offered Securities to such person, a copy of
the Prospectus if the Company has previously furnished such quantity of copies
thereof to such Underwriter.

(b) Each Selling Shareholder, severally and not jointly, will indemnify
and hold harmless each Underwriter, its partners, directors and officers and
each person who controls such underwriter within the meaning of Section 15 of
the Act against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Selling Shareholder specifically
for use therein, and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that no Selling Shareholder will
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omissions or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by an Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in subsection
(c) below and provided, further, that with respect to any untrue statement or
alleged untrue statement in or omission or alleged omission from any preliminary
prospectus, the indemnity agreement contained in this subsection (b) shall not
inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased the Offered Securities
concerned, to the extent that a prospectus relating to such Offered Securities
was required to be delivered by such Underwriter under the Act

26
<PAGE> 27
in connection with such purchase and any such loss, claim, damage or liability
of such Underwriter results from the fact that there was not sent or given to
such person, at or prior to the written confirmation of the sale of such Offered
Securities to such person, a copy of the Prospectus if the Company has
previously furnished such quantity of copies thereof to such Underwriter and
provided, further, that the liability under this subsection of each Selling
Shareholder shall be limited to an amount equal to the aggregate gross proceeds
to such Selling Shareholder from the sale of Securities sold by such Selling
Shareholder hereunder.

(c) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company and each Selling Shareholder against any losses, claims,
damages or liabilities to which the Company or such Selling Shareholder may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, the Prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus, or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by such Underwriter through the Representatives specifically for use
therein, and will reimburse any legal or other expenses reasonably incurred by
the Company and each Selling Shareholder in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred, it being understood and agreed that the only such information
furnished by any Underwriter consists of the following information in the
Prospectus furnished on behalf of each Underwriter: the over-allotment and
stabilization information contained in the last paragraph under the caption
"Underwriting" and the concession and reallowance figures appearing in the
fourth paragraph under the caption "Underwriting."

(d) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under
subsection (a), (b) or (c) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a), (b) or (c) above. In case any such action
is brought against any indemnified party and it notifies an indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified

27
<PAGE> 28
party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action and (ii) does not include a statement
as to, or an admission of, fault, culpability or a failure to act by or on
behalf of an indemnified party.

(e) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a), (b)
or (c) above, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of the losses, claims, damages
or liabilities referred to in subsection (a), (b) or (c) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Shareholders on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling Shareholders on
the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities as
well as any other relevant equitable considerations; provided, however, that the
liability under this subsection of each Selling Shareholder shall be limited to
an amount equal to the aggregate gross proceeds to such Selling Shareholder from
the sale of Securities sold by such Selling Shareholder hereunder. The relative
benefits received by the Company and the Selling Shareholders on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company and the Selling Shareholders bear to the total underwriting
discounts and commissions received by the Underwriters. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company, the Selling
Shareholders or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of
this subsection (e) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (e).
Notwithstanding the provisions of this subsection (e), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(e) to contribute are several in proportion to their respective underwriting
obligations and not joint.

(f) The obligations of the Company and the Selling Shareholders under
this Section shall be in addition to any liability which the Company and the
Selling Shareholders may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls any

28
<PAGE> 29
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company, to each officer of the Company
who has signed a Registration Statement and to each person, if any, who controls
the Company or the Selling Shareholders within the meaning of the Act.

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

9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Selling Shareholders, of the Company or its officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, any Selling
Shareholder, the Company or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5(j) (other than the
last sentence of Section 5(j), which shall remain the responsibility of the
Selling Shareholders) and the respective obligations of the Company, the Selling
Shareholder, and the Underwriters pursuant to Section 7 shall remain in effect,
and if any Offered Securities have been purchased hereunder the representations
and warranties in Section 2 and all obligations under Section 5 shall also
remain in effect. If the purchase of the Offered Securities by the Underwriters
is not consummated for any reason other than solely because of the termination
of this Agreement pursuant to Section 8 or the occurrence of any event specified
in

29
<PAGE> 30
clause (iii), (iv) or (v) of Section 6(c), the Company will reimburse the
Underwriters for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the
Offered Securities.

10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives, c/o Credit Suisse First Boston Corporation, Eleven
Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking
Department - Transactions Advisory Group, or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at 401 City Avenue, Suite
409, Bala Cynwyd, Pennsylvania 19004, Attention: John C. Donlevie, Esq., or, if
sent to the Firm Selling Shareholders or any of them, will be mailed, delivered
or telegraphed and confirmed to the Custodian, or if sent to the Optional
Selling Shareholder, Michael Hannon at Chase Capital Partners, 380 Madison
Avenue, 12th Floor, New York, New York 10017, provided, however, that any notice
to an Underwriter pursuant to Section 7 will be mailed, delivered or telegraphed
and confirmed to such Underwriter.

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

12. Representation. The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly or by
CSFBC will be binding upon all the Underwriters. John C. Donlevie, Esq. will act
for the Firm Selling Shareholders in connection with such transactions, and any
action under or in respect of this Agreement taken by John C. Donlevie, Esq.
will be binding upon all Firm Selling Shareholders.

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

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

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

30
<PAGE> 31
If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement among the
Selling Shareholders, the Company and the several Underwriters in accordance
with its terms.

Very truly yours,

ENTERCOM COMMUNICATIONS CORP.

By:_________________________________
Name:_______________________________
Title:______________________________

Each of the Firm Selling
Shareholders named in Schedule
A hereto

By:_________________________________
Name: John C. Donlevie
Title: Attorney-in-Fact for the
Firm Selling Shareholders

CHASE EQUITY ASSOCIATES, L.P.
By: Chase Capital Partners,
its General Partner

By:_________________________________
Name:_______________________________
Title:______________________________

31
<PAGE> 32
The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date and effective time first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED

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

By: CREDIT SUISSE FIRST BOSTON CORPORATION

By:_________________________________
Name:_______________________________
Title:______________________________

32
<PAGE> 33
SCHEDULE A

<TABLE>
<CAPTION>
Number of Number of
Firm Securities Optional Securities
Firm Selling Shareholder to be Sold to be Sold
------------------------ --------------- -------------------
<S> <C> <C>
1. Marie H. Field 500,000 ---

2. Nancy E. Field 100,000 ---

3. Joseph and Marie Field Foundation 250,000 ---

4. S. Gordon Elkins and David J. Field,
Trustees U/D/T of Joseph M. Field dated
9/30/92 F/B/O David J. Field 100,000 25,000

5. S. Gordon Elkins and Nancy E. Field,
Trustees U/D/T of Joseph M. Field dated
9/30/92 F/B/O Nancy E. Field 100,000 50,000

6. Marie H. Field and Nancy E. Field, Trustees
U/D/T dated 12/23/76 F/B/O David J. Field 300,000 75,000

7. Marie H. Field and David J. Field, Trustees
U/D/T dated 12/23/76 F/B/O Nancy E. Field 100,000 50,000

8. Joseph M. Field, Trustee U/D/T of Daniel
M. Kraus dated July 21, 1998 F/B/O Sidonie
Kazenel 50,000 25,000
--------- -------
Total............................................. 1,500,000 225,000
========= =======
</TABLE>

<PAGE> 34
SCHEDULE B

<TABLE>
<CAPTION>
NUMBER OF
FIRM SECURITIES
TO BE
UNDERWRITER PURCHASED
----------- ---------------
<S> <C>
Credit Suisse First Boston Corporation..........................................
Deutsche Bank Securities Inc....................................................
Goldman, Sachs & Co.............................................................
Morgan, Stanley & Co. Incorporated..............................................
---------
Total.................................................................. 9,500,000
=========
</TABLE>
<PAGE> 35
SCHEDULE C

1. Joseph M. Field

2. Marie H. Field

3. David J. Field

4. Nancy E. Field

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

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

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

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

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

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

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

12. John C. Donlevie

13. Stephen F. Fisher

14. S. Gordon Elkins

15. Lee Hague

16. Michael R. Hannon

17. David J. Berkman

18. Emma C. Ginley

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

20. Emma C. Ginley and Vanessa Noel Ginley, Trustees U/D/T Thomas H.
Ginley, Jr. dated November 25, 1998 and titled The Ginley
Generation-Skipping Trust #1

21. Emma C. Ginley and Vanessa Noel Ginley, Trustees U/D/T Thomas H.
Ginley, Jr. dated November 25, 1998 and titled The Ginley
Generation-Skipping Trust #2

22. Herbert Kean

23. Jon Samuel Kean and Marjorie Kean Fradin U/D/T of Herbert Kean dated
July 14, 1998 F/B/O the Issue of Herbert Kean

24. Marjorie K. Fradin

25. Jon Samuel Kean

26. Irene K. Barbieri

27. Daniel M. Kraus

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

29. Agnes G. Ayella

30. Chase Equity Associates, L.P.

<PAGE> 1

Exhibit 5.01

[ENTERCOM COMMUNICATIONS CORP. LETTERHEAD]

September 30, 1999

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

Re: Registration Statement on Form S-1; No. 333-86397; 10,925,000
shares of Class A common stock, par value $.01 per share

Ladies and Gentlemen:

I am the Executive Vice President, Secretary and General Counsel of
Entercom Communications Corp., a Pennsylvania corporation (the "Company"), and
in connection with the registration of 10,925,000 shares of Class A common stock
of the Company, par value $.01 per share (the "Shares"), under the Securities
Act of 1933, as amended (the "Act"), by the Company on Form S-1 filed with the
Securities and Exchange Commission (the "Commission") on September 2, 1999 (File
No. 333-86397), as amended by Amendment No. 1 filed with the Commission on
September 14, 1999 and as amended by Amendment No. 2 filed with the Commission
on September 30, 1999 (collectively, the "Registration Statement"), you have
requested my opinion with respect to the matters set forth below. A total of
9,000,000 Shares (including 1,000,000 Shares to cover over-allotments of Shares)
are expected to be offered by the Company (the "Company Shares") and a total of
1,925,000 Shares (including 425,000 Shares to cover over-allotments of Shares)
are expected to be offered by the selling shareholders (the "Selling
Shareholders") named in the Registration Statement (the "Secondary Shares").

In my capacity as your counsel in connection with such registration, I am
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the authorization, issuance and sale of the Company Shares, and
by the Selling Shareholders in connection with the sale of the Company Shares,
and by the Selling Shareholders in connection with the sale of the Secondary
Shares, and for the purposes of this opinion, have assumed such proceedings will
be timely completed in the manner presently proposed. In addition, I have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to my satisfaction of such
documents, corporate records and instruments, as I have deemed necessary or
appropriate for purposes of this opinion.
<PAGE> 2
Entercom Communications Corp.
September 30, 1999

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

I am opining herein as to the effect on the subject transaction only of the
internal laws of the Commonwealth of Pennsylvania, and I express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state.

Subject to the foregoing, it is my opinion that (i) the Company Shares have
been duly authorized, and, upon issuance, delivery and payment therefor in the
manner contemplated by the Registration Statement, will be validly issued, fully
paid and nonassessable and (ii) the Secondary Shares have been duly authorized
and validly issued and are fully paid and nonassessable.

I consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to my name contained under the heading "Legal
Matters."

Very truly yours,

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

<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. Pennsylvania 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 License, 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 Trust Delaware Entercom Communications Capital Trust

Entercom Radio, LLC Delaware Entercom Radio, LLC

Entercom Buffalo, LLC Delaware Entercom Buffalo, LLC

Entercom Greensboro, LLC Delaware Entercom Greensboro, LLC

Entercom Greenville, LLC Delaware Entercom Greenville, LLC

Entercom Memphis, LLC Delaware Entercom Memphis, LLC

Entercom Milwaukee, LLC Delaware Entercom Milwaukee, LLC

Entercom New Orleans, LLC Delaware Entercom New Orleans, LLC

Entercom Scranton Wilkes-Barre, LLC Delaware Entercom Scranton Wilkes-Barre, LLC

Entercom Norfolk, LLC Delaware Entercom Norfolk, LLC
</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 Amendment No. 2 to Registration Statement No.
333-86397 of Entercom Communications Corp. 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 28, 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 Amendment No. 2 to Registration Statement No.
333-86397 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 28, 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 Amendment
No. 2 to Form S-1 Registration Statement.

/S/ Arthur Andersen LLP

Baltimore, Maryland,
September 28, 1999