<SUBMISSION>
<ACCESSION-NUMBER>0000930661-02-001621
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20020331
<FILING-DATE>20020513
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ENTERCOM COMMUNICATIONS CORP
<CIK>0001067837
<ASSIGNED-SIC>4832
<IRS-NUMBER>231701044
<STATE-OF-INCORPORATION>PA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-14461
<FILM-NUMBER>02643074
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>401 CITY AVENUE
<STREET2>SUITE 409
<CITY>BALA CYNWYD
<STATE>PA
<ZIP>19004
<PHONE>610-660-5610
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>401 CITY AVENUE
<STREET2>SUITE 409
<CITY>BALA CYNWYD
<STATE>PA
<ZIP>19004
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended March 31, 2002

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

             For the transition period from __________to ___________

                        Commission File Number: 001-14461
                                               ----------

                          Entercom Communications Corp.
                      ------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                          <C>
                         Pennsylvania                                                  23-1701044
(State or other jurisdiction of incorporation of organization)               (I.R.S. Employer Identification No.)
</TABLE>

                           401 City Avenue, Suite 409
                         Bala Cynwyd, Pennsylvania 19004
              (Address of principal executive offices and Zip Code)

                                 (610) 660-5610
              (Registrant's telephone number, including area code)


   (Former name, former address and former fiscal year, if changed since last
                                     report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                                Yes [X] No [_]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

     Class A Common Stock, $.01 par value -38,950,518 Shares Outstanding as of
     May 6, 2002
     Class B Common Stock, $.01 par value -10,531,805 Shares Outstanding as of
     May 6, 2002

<PAGE>

                          ENTERCOM COMMUNICATIONS CORP.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                Page
<S>                                                                             <C>
Part I -     Financial Information

   Item 1.   Financial Statements ..............................................   3

   Item 2.   Management's Discussion and Analysis of Financial Condition
                and Results of Operations ......................................  20

   Item 3.   Quantitative and Qualitative Disclosures About Market Risk ........  25

Part II -    Other Information

   Item 1.   Legal Proceedings .................................................  26

   Item 2.   Changes in Securities and Use of Proceeds .........................  26

   Item 3.   Defaults Upon Senior Securities ...................................  26

   Item 4.   Submission of Matters to a Vote of Security Holders ...............  26

   Item 5.   Other Information .................................................  26

   Item 6.   Exhibits and Reports on Form 8-K ..................................  27

Signatures .....................................................................  28
</TABLE>

                                       2

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  Financial Information

                          ENTERCOM COMMUNICATIONS CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      DECEMBER 31, 2001 AND MARCH 31, 2002
                             (amounts in thousands)
                                   (unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,    MARCH 31,
                                                                   -----------     --------
                                                                      2001           2002
                                                                      ----           ----
<S>                                                                <C>              <C>
CURRENT ASSETS:
     Cash and cash equivalents                                     $    10,751    $   265,172
     Accounts receivable, net of allowance for doubtful accounts        64,319         57,153
     Prepaid expenses and deposits                                       6,521          9,073
     Federal and state income tax credits and deposits                     933          4,718
     Deferred tax assets                                                 5,256          9,085
                                                                   -----------    -----------

Total current assets                                                    87,780        345,201
                                                                   -----------    -----------

INVESTMENTS                                                             13,671         14,307
                                                                   -----------    -----------


PROPERTY AND EQUIPMENT:
     Land, land easements and land improvements                         10,542         10,562
     Buildings                                                          11,631         11,636
     Equipment                                                          83,388         83,954
     Furniture and fixtures                                             12,592         12,585
     Leasehold improvements                                             11,514         11,527
                                                                   -----------    -----------

                                                                       129,667        130,264
    Accumulated depreciation and amortization                          (37,680)       (40,609)
                                                                   -----------    -----------

                                                                        91,987         89,655
    Capital improvements in progress                                       345          1,148
                                                                   -----------    -----------

Net property and equipment                                              92,332         90,803
                                                                   -----------    -----------

RADIO BROADCASTING LICENSES AND OTHER INTANGIBLES - Net              1,232,612      1,020,504
                                                                   -----------    -----------

DEFERRED CHARGES AND OTHER ASSETS - Net                                 12,345         44,970
                                                                   -----------    -----------

TOTAL                                                              $ 1,438,740    $ 1,515,785
                                                                   ===========    ===========
</TABLE>

  The accompanying notes to condensed financial statements are an integral part
                              of these statements.

                                       3

<PAGE>

                          ENTERCOM COMMUNICATIONS CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      DECEMBER 31, 2001 AND MARCH 31, 2002
                             (amounts in thousands)
                                   (unaudited)

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,    MARCH 31,
                                                                      -----------     --------
                                                                          2001           2002
                                                                          ----           ----

<S>                                                                   <C>            <C>
CURRENT LIABILITIES:
     Accounts payable                                                 $    10,992    $    13,146
     Accrued liabilities:
       Salaries                                                             5,446          6,898
       Interest                                                             2,689          3,373
       Other                                                                6,536          4,880
     Derivative instruments                                                 3,529          2,866
     Current portion of long-term debt                                     24,389         38,608
                                                                      -----------    -----------
Total current liabilities                                                  53,581         69,771
                                                                      -----------    -----------


LONG-TERM DEBT:
       Bank facility                                                      363,625        286,406
       7.625% Senior subordinated notes                                         -        150,000
       Other long-term debt                                                   309            306
                                                                      -----------    -----------
Total long-term debt                                                      363,934        436,712
                                                                      -----------    -----------


OTHER LONG-TERM LIABILITIES:
     Deferred tax liabilities                                             135,974         55,602
     Derivative instruments                                                 3,516          1,503
     Deferred rent                                                            854            920
                                                                      -----------    -----------
Total other long-term liabilities                                         140,344         58,025
                                                                      -----------    -----------


COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE
      PREFERRED SECURITIES OF SUBSIDIARY HOLDING SOLELY CONVERTIBLE
      DEBENTURES OF THE COMPANY ("TIDES")                                 125,000        125,000
                                                                      -----------    -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
      Preferred stock                                                           -              -
      Class A common stock                                                    348            389
      Class B common stock                                                    105            105
      Class C common stock                                                      -              -
      Additional paid-in capital                                          751,803        952,444
      Retained earnings (deficit)                                           5,418       (127,790)
      Unearned compensation                                                  (201)          (169)
      Accumulated other comprehensive income (loss)                        (1,592)         1,298
                                                                      -----------    -----------

Total shareholders' equity                                                755,881        826,277
                                                                      -----------    -----------

TOTAL                                                                 $ 1,438,740    $ 1,515,785
                                                                      ===========    ===========
</TABLE>

  The accompanying notes to condensed financial statements are an integral part
                              of these statements.

                                        4

<PAGE>

                          ENTERCOM COMMUNICATIONS CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      THREE MONTHS ENDED MARCH 31, 2001 AND 2002
             (amounts in thousands, except share and per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                 THREE MONTHS ENDED
                                                                                                 ------------------
                                                                                                      MARCH 31,
                                                                                                      --------
                                                                                                 2001            2002
                                                                                                 ----            ----
<S>                                                                                         <C>             <C>
NET REVENUES                                                                                $     69,455    $     74,159
                                                                                            ------------    ------------

OPERATING EXPENSES:
 Station operating expenses                                                                       46,360          48,159
 Depreciation and amortization                                                                    11,280           3,391
 Corporate general and administrative expenses                                                     3,330           3,351
 Net expense from time brokerage agreement fees                                                        -           2,116
 Net loss (gain) on sale of assets                                                                    23              (9)
                                                                                            ------------    ------------
    Total operating expenses                                                                      60,993          57,008
                                                                                            ------------    ------------

OPERATING INCOME                                                                                   8,462          17,151
                                                                                            ------------    ------------

OTHER EXPENSE (INCOME):
 Interest expense, including amortization of deferred financing costs of $216 in
     2001 and $250 in 2002                                                                         8,127           5,588
 Financing cost of Company-obligated mandatorily redeemable convertible preferred
     securities of subsidiary holding solely convertible debentures
     of the Company                                                                                1,953           1,953
 Interest income                                                                                     (95)           (262)
 Equity loss from unconsolidated affiliate                                                           850             974
 Net loss (gain) on derivative instruments                                                           478            (607)
                                                                                            ------------    ------------
    Total other expense                                                                           11,313           7,646
                                                                                            ------------    ------------

INCOME (LOSS) BEFORE INCOME TAXES AND ACCOUNTING CHANGE                                           (2,851)          9,505

INCOME TAX PROVISION (BENEFIT)                                                                    (1,102)          3,837
                                                                                            ------------    ------------

INCOME (LOSS) BEFORE ACCOUNTING CHANGE                                                            (1,749)          5,668

 Cumulative effect of accounting change, net of taxes of $377 in 2001 and $92,584 in 2002           (566)       (138,876)
                                                                                            ------------    ------------

NET LOSS                                                                                    $     (2,315)   $   (133,208)
                                                                                            ============    ============

NET LOSS PER SHARE - BASIC:
 Income (loss) before accounting change                                                     $      (0.04)   $       0.12
 Cumulative effect of accounting change, net of taxes                                              (0.01)          (2.98)
                                                                                            ------------    ------------
NET LOSS PER SHARE - BASIC                                                                  $      (0.05)   $      (2.86)
                                                                                            ============    ============

NET LOSS PER SHARE - DILUTED:
 Income (loss) before accounting change                                                     $      (0.04)   $       0.12
 Cumulative effect of accounting change, net of taxes                                              (0.01)          (2.92)
                                                                                            ------------    ------------
NET LOSS PER SHARE - DILUTED                                                                $      (0.05)   $      (2.80)
                                                                                            ============    ============

WEIGHTED AVERAGE SHARES:
 Basic                                                                                        45,250,110      46,575,279
                                                                                            ============    ============
 Diluted                                                                                      45,250,110      47,613,126
                                                                                            ============    ============
</TABLE>

  The accompanying notes to condensed financial statements are an integral part
                              of these statements.

                                       5

<PAGE>

                          ENTERCOM COMMUNICATIONS CORP.
             CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2002
                             (amounts in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                               THREE MONTHS ENDED
                                                                                               ------------------
                                                                                                    MARCH 31,
                                                                                                    --------

                                                                                                 2001         2002
                                                                                                 ----         ----
<S>                                                                                         <C>          <C>
NET LOSS                                                                                    $  (2,315)   $ (133,208)

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX PROVISION (BENEFIT)
     Unrealized gain on investments - net of tax provision of $1.2 million in 2001 and
               $0.6 million in 2002                                                             1,727          960
     Unrealized loss on hedged derivatives from cumulative effect of accounting
               change - net of tax benefit of $0.5 million in 2001                               (685)           -
     Unrealized (loss) gain on hedged derivatives - net of tax benefit of $1.1 million in
               2001 and tax provision of $1.3 million in 2002                                  (1,653)       1,930
                                                                                            ---------    ----------
COMPREHENSIVE LOSS                                                                          $  (2,926)   $ (130,318)
                                                                                            =========    ==========
</TABLE>

  The accompanying notes to condensed financial statements are an integral part
                              of these statements.

                                       6

<PAGE>

                          ENTERCOM COMMUNICATIONS CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2002
                             (amounts in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                               THREE MONTHS ENDED
                                                                                               ------------------
                                                                                                    MARCH 31,
                                                                                                    ---------
                                                                                                2001       2002
                                                                                                ----       ----
<S>                                                                                        <C>          <C>
OPERATING ACTIVITIES:
  Net loss                                                                                 $  (2,315)   $(133,208)
  Adjustments to reconcile net loss to net cash provided by operating activities:
    Depreciation and amortization                                                             11,280        3,391
    Amortization of debt financing costs                                                         216          250
    Deferred taxes                                                                             3,762        7,394
    Tax benefit on exercise of options                                                           161          644
    Provision for bad debts                                                                    1,130          673
    Loss (gain) on disposition of assets                                                          23           (9)
    Non-cash stock-based compensation expense                                                    164          134
    Equity loss from unconsolidated affiliate                                                    850          974
    Net loss (gain) on derivative instruments                                                    478         (607)
    Cumulative effect of accounting change                                                       566      138,876
    Deferred rent                                                                                  -           66
    Changes in assets and liabilities (net of effects of acquisitions and dispositions):
       Accounts receivable                                                                    16,215        6,493
       Prepaid expenses and deposits                                                          (2,384)      (3,969)
       Prepaid and refundable income taxes                                                    (5,212)      (3,785)
       Accounts payable and accrued liabilities                                               (2,706)       2,845
                                                                                           ---------    ---------
           Net cash provided by operating activities                                          22,228       20,162
                                                                                           ---------    ---------

INVESTING ACTIVITIES:
    Additions to property and equipment                                                       (4,028)      (1,109)
    Proceeds from sale of property, equipment and other assets                                   106            9
    Purchases of radio station assets                                                              -      (20,800)
    Deferred charges and other assets                                                           (333)         (25)
    Purchase of investments                                                                   (2,804)         (10)
    Station acquisition deposits and costs                                                       (74)     (26,181)
                                                                                           ---------    ---------
           Net cash used in investing activities                                              (7,133)     (48,116)
                                                                                           ---------    ---------

FINANCING ACTIVITIES:
    Proceeds from issuance of long-term debt                                                   3,078      195,500
    Net proceeds from stock offering                                                               -      196,498
    Payments on long-term debt                                                               (19,004)    (108,504)
    Deferred financing expenses related to bank facility and senior subordinated notes             -       (4,558)
    Proceeds from issuance of common stock related to incentive plans                            145          158
    Proceeds from exercise of stock options                                                      516        3,281
                                                                                           ---------    ---------
           Net cash (used in) provided by financing activities                               (15,265)     282,375
                                                                                           ---------    ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            (170)     254,421
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                                  13,257       10,751
                                                                                           ---------    ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                   $  13,087    $ 265,172
                                                                                           =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION -
    Cash paid during the period for:
      Interest                                                                             $   7,826    $   5,536
                                                                                           =========    =========
      Interest on TIDES                                                                    $       -    $       -
                                                                                           =========    =========
      Income taxes                                                                         $      25    $       -
                                                                                           =========    =========
</TABLE>

  The accompanying notes to condensed financial statements are an integral part
                              of these statements.

                                       7

<PAGE>

                          ENTERCOM COMMUNICATIONS CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2000 AND 2001

1.   BASIS OF PRESENTATION

     The accompanying unaudited financial statements for Entercom Communications
Corp. (the "Company") have been prepared in accordance with (1) generally
accepted accounting principles for interim financial information and (2) the
instructions to Form 10-Q and Article 10 of Regulation S-X. 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, the financial statements reflect all adjustments considered
necessary for a fair statement of the results of operations and financial
position for the interim periods presented. All such adjustments are of a
normal, recurring nature.

     This Form 10-Q should be read in conjunction with the financial statements
and notes thereto included in the Company's audited financial statements as of
December 31, 2001, and filed with the Securities and Exchange Commission (the
"SEC") on February 11, 2002, as part of the Company's Form 10-K.

     During February 2002, the Company filed a universal shelf registration
statement with the SEC to offer up to (1) $250.0 million in aggregate offering
price of Class A Common Stock and/or Preferred Stock and (2) $250.0 million in
aggregate principal amount or initial accreted value of its debt securities
consisting of debentures, notes or other types of debt. In connection with this
registration statement, on February 27, 2002, the Company entered into separate
equity and debt underwriting agreements for equity and debt offerings that were
completed on March 5, 2002 and March 8, 2002 (See Notes 4 and 8).

     Operating results for the interim periods presented are not necessarily
indicative of the results that may be expected for the full year. Certain prior
year amounts have been reclassified to conform to the current year's
presentation, which had no effect on the financial position, results of
operations or cash flows of the Company.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, the FASB issued SFAS No. 141, "Business Combinations."
Statement No. 141 addresses financial accounting and reporting for business
combinations and supersedes Accounting Principle Board ("APB") Opinion No. 16,
"Business Combinations" and FASB Statement No. 38, "Accounting for
Preacquisition Contingencies of Purchased Enterprises." Statement No. 141 is
effective for all business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interest method of accounting for business
combinations except for qualifying business combinations that were initiated
prior to July 1, 2001. Statement No. 141 also changes the criteria to recognize
intangible assets apart from goodwill. The Company adopted this Statement on
July 1, 2001. The Company has historically used the purchase method to account
for all business combinations and the Company believes that adoption of this
Statement did not have a material impact on the Company's financial position,
cash flows or results of operations.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" that applies to legal obligations associated with the
retirement of a tangible long-lived asset that results from the acquisition,
construction, or development and/or the normal operation of a long-lived asset.
Under this standard, guidance is provided on measuring and recording the
liability. Adoption of this Statement by the Company will be effective on
January 1, 2003. The Company does not believe that the adoption of this
Statement will materially impact the Company's financial position, cash flows or
results of operations.

     Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets" that requires that goodwill and certain intangibles
will not be amortized. Instead, these assets will be reviewed annually for
impairment and written down and charged to results of operations only in the
periods in which the recorded value of goodwill and certain intangibles is more
than its fair value. As of the date of adoption, the Company reflected
unamortized goodwill and unamortized broadcasting licenses in the amounts of
$4.2 million and $1,228.4 million, respectively. The Company has determined that
broadcasting licenses, which previously had been amortized over the maximum
period allowed of 40 years, were deemed to have indefinite useful lives.
Adoption of this accounting standard had the impact of eliminating the Company's
non-cash amortization expense for goodwill and broadcasting licenses. For
comparison purposes, for the three months ended March 31, 2001, the Company
recorded amortization expense for goodwill and broadcasting licenses of $0.1
million and $7.8 million, respectively. The Company also completed the
transitional non-amortizing intangible asset impairment test for broadcasting
licenses and recorded to the statement of operations, a $138.9 million
impairment charge, net of a deferred tax benefit of $92.6 million, under the
cumulative effect of accounting change. The amount of unamortized broadcasting
licenses reflected in the balance sheet as of March 31, 2002, after recording
the impairment charge, was $996.5 million. The amount of the broadcasting
licenses impairment charge was determined by an independent appraisal firm,
which relied primarily on a discounted cash flow approach assuming a start-up
scenario in which the only assets held by an investor were broadcasting
licenses. The Company determined the reporting unit as a radio market and
compared the carrying amount of the broadcasting

                                       8

<PAGE>

licenses in each market to the fair value of the market's broadcasting licenses
as determined by the independent appraiser. The required impairment tests of
broadcasting licenses may result in additional future period write-downs. The
Company has calculated the transition adjustment in accordance with tentative
accounting guidance issued by the Emerging Issues Task Force ("EITF"), and
therefore, the guidance could be subject to change. The EITF is a committee
appointed by the FASB and assigned the responsibility of answering
implementation and interpretation questions related to this new accounting
standard.

         In order to complete the transitional assessment of goodwill as
required by SFAS No. 142, the Company will determine by the end of the second
quarter of 2002, the fair value of each market and compare it to the market's
carrying amount. To the extent a market's carrying amount exceeds its fair
value, an indication exists that the market's goodwill assets may be impaired
and the Company must perform the second step of the transitional impairment
test. In the second step, the Company must compare the implied fair value of the
market's goodwill, determined by allocating the market's fair value to all of
its assets and liabilities in a manner similar to a purchase price allocation in
accordance with SFAS No. 141, to its carrying amount, both of which would be
measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of 2002. Any
transitional impairment charge will be recognized as the cumulative effect of a
change in accounting principle in the Company's consolidated statement of
operations. The Company has not yet determined what the effect of the impairment
tests related to goodwill will be on the Company's financial position, cash
flows or results of operations. The required impairment tests of goodwill may
result in future period write-downs.

         The following unaudited pro forma summary presents the Company's
estimate of the effect of the adoption of SFAS No. 142 as of the beginning of
the periods presented as reported income before accounting change and net income
(loss) are adjusted to eliminate the amortization expense recognized in those
periods related to goodwill and broadcasting licenses as goodwill and
broadcasting licenses are not amortized under this new accounting standard. The
pro forma amounts for the three months ended March 31, 2001 do not include any
adjustments for potential write-downs of goodwill and broadcasting licenses
which could result based on the performance of the required impairment tests
under the provisions of SFAS No. 142. The as reported amounts for the three
months ended March 31, 2002 do not include any adjustments for potential
write-downs of goodwill which could result in a subsequent quarter of this year
based on the performance of the required impairment tests under the provisions
of SFAS No. 142.

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                  March 31,
                                                                        --------------------------------
                                                                             2001              2002
                                                                        ---------------  ---------------
                                                                          Pro Forma         As Reported
<S>                                                                     <C>                 <C>
 Reported income (loss) before accounting change                        $   (1,749)         $    5,668
 Add back: amortization of goodwill, net of tax
       provision of $12 for the three months ended
       March 31, 2001                                                           17                   -
 Add back: amortization of broadcasting licenses, net of
       tax provision of $3,124 for the three months
       ended March 31, 2001                                                  4,687                   -
                                                                        ---------------  ---------------
 Pro forma income before accounting change                                   2,955               5,668
 Reported cumulative effect of accounting change, net of taxes                (566)           (138,876)
                                                                        ---------------  ---------------
 Pro forma net income (loss)                                            $    2,389          $ (133,208)
                                                                        ===============  ===============
 Net income (loss) per share - basic:
 Reported income (loss) before accounting change                        $    (0.04)         $     0.12
 Amortization of goodwill, net of taxes                                          -                   -
 Amortization of broadcasting licenses, net of taxes                          0.10                   -
                                                                        ---------------  ---------------
 Pro forma income before accounting change - basic                            0.06                0.12
 Reported cumulative effect of accounting change, net of taxes               (0.01)              (2.98)
                                                                        ---------------  ---------------
 Pro forma net income (loss) per share - basic                          $     0.05          $    (2.86)
                                                                        ===============  ===============

 Net income (loss) per share - diluted:
 Reported income (loss) before accounting change                        $    (0.04)         $     0.12
 Amortization of goodwill, net of taxes                                          -                   -
 Amortization of broadcasting licenses, net of taxes                          0.10                   -
                                                                        ---------------  ---------------
 Pro forma income before accounting change - diluted                          0.06                0.12
 Reported cumulative effect of accounting change, net of taxes               (0.01)              (2.92)
                                                                        ---------------  ---------------
 Pro forma net income (loss) per share - diluted                        $     0.05          $    (2.80)
                                                                        ===============  ===============

 Weighted average shares:
</TABLE>

                                       9

<PAGE>

<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                                  March 31,
                                                 -----------------------------------------
                                                        2001                   2001
                                                 -------------------    ------------------
                                                      Pro Forma            As Reported
<S>                                              <C>                    <C>
 As reported and pro forma - basic                    45,250,110            46,575,279
                                                 ===================    ==================
 As reported - diluted                                45,250,110            47,613,126
                                                 ===================    ==================
 Pro forma - diluted                                  45,933,172            47,613,126
                                                 ===================    ==================
</TABLE>

           Effective January 1, 2002, the Company adopted SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" that addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. While SFAS No. 144 supercedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" it
removes certain assets such as deferred tax assets, goodwill and intangible
assets not being amortized from its scope and retains the requirements of SFAS
No. 121 regarding the recognition of impairment losses on long-lived assets held
for use. SFAS No. 144 also supercedes the accounting and reporting provisions of
APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring events and Transactions" for the disposal of a segment of
a business. However, it retains the requirement in Opinion 30 to report
separately discontinued operations and extends that reporting to a component of
an entity that either has been disposed of (by sale, abandonment, or in a
distribution to owners) or is classified as held for sale. The Company believes
that the adoption of this statement did not have a material impact on the
Company's financial position, cash flows or results of operations.

2.         ACQUISITION, JOINT SALES AGREEMENT AND UNAUDITED PRO FORMA SUMMARY

Acquisition for the Three Months Ended March 31, 2002

         On February 8, 2002, the Company acquired from WCCB-TV, Inc., a
subsidiary of Bahakel Communications, Ltd., the assets of WOZN-FM (formerly
WKSI-FM) and WPET-AM, serving the Greensboro, North Carolina radio market, for a
purchase price of $20.8 million in cash, of which $1.0 million was paid as a
deposit on November 29, 2001. On December 5, 2001, the Company began operating
these stations under a time brokerage agreement. The closing of this transaction
increased the Company's ownership to six radio stations in the Greensboro, North
Carolina radio market. The Company incurred goodwill of $2.7 million in
connection with this purchase in order to compete more effectively in the market
by increasing the Company's cluster share of market revenues and market cluster
ranking.

         The purchase price allocation for this acquisition is based on
information available at this time and is subject to change. For this
acquisition, the aggregate purchase price including transaction costs, was
allocated as follows:

                                (amounts in thousands)
--------------------------------------------------------------------------------
           Asset Description               Amount                 Asset Lives
--------------------------------   -------------------------   -----------------
Equipment                           $             297             10 to 15 years
Furniture and equipment                            30                 5 years
                                   ------------------------
Total tangible assets                             327
                                   ------------------------

Advertiser base                                 1,121             5 to 11 years
Broadcasting licenses                          16,690            non-amortizing
Goodwill                                        2,662            non-amortizing
                                   ------------------------
Total intangible assets                        20,473
                                   ------------------------

Total purchase price                $          20,800
                                   ========================

Joint Sales Agreement

         On February 1, 2002, the Company entered into an agreement with Classic
Radio, Inc. ("Classic") to terminate, effective February 28, 2002, the KING-FM
Joint Sales Agreement that was scheduled to expire on June 30, 2002. Under this
agreement, the Company served as the exclusive sales agent for the Classic-owned
KING-FM radio station located in Seattle Washington. The Company received all
revenues from the sale of advertising time broadcast on KING-FM and was required
to pay a monthly fee to Classic based upon calculations as defined in the
agreement. Under the terms of the JSA, the Company was responsible for all costs
incurred in selling the advertising time. Classic was responsible for all costs
incurred in operating the station.

                                       10

<PAGE>

Unaudited Pro Forma Summary

         The following unaudited pro forma summary presents the consolidated
results of operations as if any acquisitions which occurred during the period of
January 1, 2001 through March 31, 2002, had all occurred as of January 1, 2001,
after giving effect to certain adjustments, including depreciation and
amortization of assets and interest expense on any debt incurred to fund
acquisitions which would have been incurred had such acquisitions occurred as of
January 1, 2001. For a discussion of these acquisitions, please refer to the
Company's Form 10-K filed with the Securities and Exchange Commission on
February 11, 2002, which should be read in conjunction with our condensed
consolidated financial statements and the related notes included elsewhere in
this Form 10-Q. 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 been made as of that date or results which may
occur in the future.

<TABLE>
<CAPTION>

                                                                              THREE MONTHS ENDED
                                                                              ------------------
                                                                                  MARCH 31,
                                                                                  ---------
                                                                   (amounts in thousands, except per share)
                                                                                 (Unaudited)
                                                                                  ---------

                                                                     2001                          2002
                                                                     ----                          ----
                                                                  Pro Forma                      Pro Forma
                                                                  ---------                      ---------
<S>                                                             <C>                           <C>
Net revenues                                                     $  70,078                      $    74,159
                                                                ===============               ===============
Income (loss) before accounting change                           $  (2,224)                     $     5,508
                                                                ===============               ===============
Cumulative effect of accounting change, net of taxes             $    (566)                     $  (138,876)
                                                                ===============               ===============
Net loss                                                         $  (2,790)                     $  (133,368)
                                                                ===============               ===============

Net loss per share - basic                                       $   (0.06)                     $     (2.86)
                                                                ===============               ===============
Net loss per share - diluted                                     $   (0.06)                     $     (2.80)
                                                                ===============               ===============
</TABLE>

3.         SENIOR DEBT

         The Company has a bank credit agreement (the "Bank Facility") with a
syndicate of banks which provides for senior secured credit of $650.0 million
consisting of: (1) a $325.0 million reducing revolving credit facility
("Revolver") and (2) a $325.0 million multi-draw term loan ("Term Loan"). The
Revolver and Term Loan, which mature on September 30, 2007, each reduce on a
quarterly basis beginning September 30, 2002, in quarterly amounts that vary
from $12.2 million to $16.3 million for each loan. As of March 31, 2002, the
Company had $325.0 million of borrowings outstanding under the Bank Facility's
Term Loan, in addition to $6.2 million in an outstanding Letter of Credit. The
Company used a portion of the March 5, 2002 equity offering's net proceeds (Note
8), to reduce indebtedness outstanding in the amount of $93.5 million under the
Revolver. The Bank Facility requires the Company to comply with certain
financial covenants and leverage ratios that are defined terms within the
agreement and that include but are not limited to the following: (1) Total Debt
to Operating Cash Flow, (2) Operating Cash Flow to Interest Expense, (3)
Operating Cash Flow to Pro Forma Debt Service and (4) Operating Cash Flow to
Fixed Charges. Management believes the Company is in compliance with all of the
terms of the agreement. On February 6, 2002, the Company entered into a Second
Amendment under the Bank Facility to further clarify the terms under which the
Company can issue subordinated debt and to modify certain terms, including
operating cash flow to the pro forma debt service ratio financial covenant. The
Bank Facility also provides that any time prior to December 31, 2002 the Company
may solicit incremental loans up to $350.0 million, thereby increasing the Bank
Facility to a total of $1.0 billion. These incremental loans are subject to
syndicate approval and are governed under the same terms as the existing Bank
Facility.

         The Company enters into interest rate transactions with different banks
to diversify its risk associated with interest rate fluctuations against the
variable rate debt under the Bank Facility and to comply with certain covenants
under the Bank Facility. Under these transactions, the Company agrees with other
parties to exchange, at specified intervals, the difference between fixed rate
and floating rate interest amounts calculated by reference to an agreed notional
principal amount against the variable debt. The total notional amount of these
transactions was $155.0 million as of March 31, 2002. These agreements, with
initial terms that vary from 2 years to 7 years, effectively fix the interest at
rates that vary from 5.8% to 8.5% on current borrowings equal to the total
notional amount.

4.         SENIOR SUBORDINATED NOTES

         On February 27, 2002, the Company's wholly owned subsidiary, Entercom
Radio, LLC, entered into an underwriting agreement to sell $150.0 million of
7.625% Senior Subordinated Notes ("Notes") due March 1, 2014. The Company
completed this offering on March 5, 2002 and received net proceeds of $145.8
million. There were approximately $4.2 million in deferred offering costs
recorded in connection with the sale, which are being amortized to interest
expense over the life of the Notes using the effective interest rate method. The
proceeds of the Notes will be

                                       11

<PAGE>

used to finance pending acquisitions and for general corporate purposes,
including future acquisitions and working capital needs.

     Interest on the Notes, which are in denominations of $1,000 each, will
accrue at the rate of 7.625% per annum and will be payable semi-annually in
arrears on March 1 and September 1, commencing on September 1, 2002. The Company
may redeem the notes on and after March 1, 2007 at an initial redemption price
of 103.813% of their principal amount plus accrued interest. In addition, before
March 1, 2005, the Company may redeem up to 35% of the Notes at a redemption
price of 107.625% of their principal amount plus accrued interest using proceeds
of specified equity offerings. The Notes are unsecured and rank junior to our
senior indebtedness. In addition to the parent, Entercom Communications Corp.,
all of the Company's subsidiaries have fully and unconditionally guaranteed
these Notes ("Subsidiary Guarantors"). Under certain covenants, the Subsidiary
Guarantors are restricted from paying dividends or distributions in excess of
amounts defined under the Notes and the Subsidiary Guarantors cannot incur
additional indebtedness if the Leverage Ratio of Entercom Radio, LLC exceeds a
specified level.

5.     CONVERTIBLE PREFERRED SECURITIES

     On October 6, 1999, the Company sold 2,500,000 Convertible Preferred
Securities, Term Income Deferrable Equity Securities ("TIDES"), including
underwriters' over-allotments at an offering price of $50.00 per security. The
net proceeds to the Company after deducting underwriting discounts and other
offering expenses, was $120.5 million. Subject to certain deferral provisions,
the trust pays quarterly calendar distributions. The first distribution was paid
on December 31, 1999. The TIDES represent undivided preferred beneficial
ownership interest in the assets of the trust. The trust used the proceeds to
purchase from the Company an equal amount of 6.25% Convertible Subordinated
Debentures due 2014. The Company owns all of the common securities issued by the
trust. The trust exists for the sole purpose of issuing the common securities
and the TIDES. The trust is a wholly-owned subsidiary of the Company, with the
sole assets of the trust consisting of the $125.0 million aggregate principal
amount of the Company's 6.25% Convertible Subordinated Debentures due September
30, 2014. The Company has entered into several contractual arrangements for the
purpose of fully, irrevocably and unconditionally guaranteeing the trust's
obligations under the TIDES. The holders of the TIDES have a preference with
respect to each distribution and amount payable upon liquidation, redemption or
otherwise over the holders of the common securities of the trust. Each TIDES is
convertible into shares of the Company's Class A Common Stock at the rate of
1.1364 shares of Class A Common Stock for each TIDES. As of March 31, 2002,
there were 2.5 million outstanding TIDES as no holder of the TIDES had converted
their shares into Class A Common Stock. The Company may elect after October 3,
2002, to redeem the notes in accordance with the terms of the TIDES. The TIDES
are convertible into Class A Common Stock at $44.00 per share.

6.     DERIVATIVE AND HEDGING ACTIVITIES

     Effective January 1, 2001, the Company adopted SFAS No. 133 "Accounting for
Derivative and Hedging Activities," that was amended by SFAS No. 137 and SFAS
No. 138. SFAS No. 133 established accounting and reporting standards for (1)
derivative instruments, including certain derivative instruments embedded in
other contracts, which are collectively referred to as derivatives and (2)
hedging activities. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation. All
derivatives, whether designated in hedging relationships or not, are required to
be recorded on the balance sheet at fair value. If the derivative is designated
as a fair value hedge, the changes in the fair value of the derivative and the
hedged item are recognized in the statement of operations. If the derivative is
designated as a cash flow hedge, changes in the fair value of the derivative are
recorded in other comprehensive income (loss) and are recognized in the
statement of operations when the hedged item affects net income (loss). SFAS No.
133 defines new requirements for designation and documentation of hedging
relationships as well as on going effectiveness assessments in order to use
hedge accounting under this standard. A derivative that does not qualify as a
hedge is marked to fair value through the statement of operations. The Company
formally documents all relationships between hedging instruments and hedged
items, as well as its risk-management objective and strategy for undertaking
various hedge transactions. This process includes relating all derivatives that
are designated as fair value or cash flow hedges to specific assets and
liabilities on the balance sheet or to specific firm commitments or forecasted
transactions. The Company also formally assesses, both at the inception of the
hedge and on an ongoing basis, whether each derivative is highly effective in
offsetting changes in fair values or cash flows of the hedged item. If it is
determined that a derivative is not highly effective as a hedge or if a
derivative ceases to be a highly effective hedge, the Company will discontinue
hedge accounting prospectively.

     For those derivatives that did not qualify for hedge accounting treatment
with an aggregate notional amount of $30.0 million, the Company recorded to the
statement of operations for the three months ended March 31, 2001: (1) a $0.4
million loss under the cumulative effect of accounting change as an accumulated
transition adjustment and (2) a $0.8 million loss under loss on derivative
instruments as the adjustment for this period. For those derivatives designated
as cash flow hedges that qualify for hedge accounting treatment with an
aggregate notional amount of $233.0 million, the Company recorded: (1) the
ineffective amount of the hedges to the statement of operations as a $0.6
million loss under the cumulative effect of accounting change as an accumulated
transition adjustment and as a $0.3 million gain under loss on derivative
instruments as the adjustment for this period and (2) the effective amount of
the hedges to other comprehensive loss, as a $1.1 million loss as an accumulated
transition adjustment and as a $2.8 million loss to unrealized loss on hedged
derivatives as the adjustment for this period.

                                       12

<PAGE>

     For the three months ended March 31, 2002, the Company recorded to the
statement of operations for those derivatives that did not qualify for hedge
accounting treatment with an aggregate notional amount of $30.0 million, a $0.4
million gain under gain on derivative instruments. For those derivatives
designated as cash flow hedges that qualify for hedge accounting treatment with
an aggregate notional amount of $125.0 million, the Company recorded the
ineffective amount of the hedges to the statement of operations as a $0.2
million gain and the effective amount of the hedges to the statement of other
comprehensive income as a $3.2 million gain to unrealized gain on hedged
derivatives. The Company expects to record a $2.0 million gain on hedged
derivatives as a reclassification to the statement of operations during the next
twelve months from the transition adjustments that were recorded in other
comprehensive loss.

7.        COMMITMENTS AND CONTINGENCIES

Pending 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 ("Royce"), subject to approval by the
FCC, for a purchase price of $25.0 million. Notwithstanding the Company's
efforts to pursue this transaction, Royce has been non-responsive. On July 28,
1999, the Company commenced a legal action seeking to enforce this agreement,
and subsequently Royce filed a cross-complaint against the Company asking for
treble damages, an injunction, attorney's fees and costs. Portions of Royce's
cross-complaint have been dismissed and after a trial in November 2001, the
California Superior Court ruled that the February 1996 agreement was enforceable
and that the court would order specific performance of the agreement to sell
KWOD. The Company is entitled to recover damages incident to the failure of
Royce to honor this agreement but the trial on damages has been delayed by a
bankruptcy filing by Royce. On February 6, 2002, the Bankruptcy Court granted
our petition to dismiss the bankruptcy filing by Royce. On April 30, 2002 the
California Superior Court issued an Interlocutory Judgment ordering, among other
things (i) that Royce sign all documents necessary to transfer the assets
relating to KWOD to the Company and to complete such transfer in exchange for
the $25.0 million purchase price, less the amount of the Company's damages to be
determined by the court, (ii) the Company to place $24.8 million in cash and a
$7.5 million irrevocable standby letter of credit in an escrow account pending
the transfer of the KWOD assets, the determination of the Company's damages and
the outcome of Royce's appeal, and (iii) a time Brokerage Agreement commence on
May 10, 2002 under which the Company will program and sell most of the broadcast
time on KWOD. Royce has filed a petition in the California appeals court
challenging this Interlocutory Judgment. The Court of Appeals has issued a
temporary stay of the Interlocutory Judgment until May 21, 2002. The Company
estimates that the impact of an unfavorable outcome will not materially impact
the Company's financial position, results of operations or cash flows. The
Company cannot determine if and when the transaction might occur.

     On December 24, 2001, the Company entered into an option agreement with
Tribune Denver Radio, Inc. and Tribune Broadcasting Company ("Tribune") to
acquire the assets of KOSI-FM, KKHK-FM and KEZW-AM, serving the Denver, Colorado
radio market, for a purchase price of $180.0 million in cash, of which $18.0
million was paid as a deposit on January 2, 2002. On February 1, 2002, the
Company began operating these stations under a time brokerage agreement. The
time brokerage agreement may run for a period of up to three years at Tribune's
option. Closing of this transaction may be delayed at the option of the seller,
not to exceed three years, and is conditioned on the approval of the FCC.

     On February 12, 2002, the Company entered into an agreement with
subsidiaries of Emmis Communications Corporation ("Emmis") to acquire the assets
of KALC-FM, serving the Denver, Colorado radio market, for a purchase price of
$88.0 million in cash, of which the Company paid $8.8 million as a deposit on
February 15, 2002. On March 15, 2002, the Company began operating this station
under a time brokerage agreement. This transaction closed on May 1, 2002. Upon
the expected completion of the acquisition of the three radio stations described
in the Tribune transaction in the previous paragraph, the Company will own four
radio stations serving the Denver, Colorado radio market.

Contingencies

     In October 1999, The Radio Music License Committee, of which the Company is
a participant, filed a motion in the New York courts against Broadcast Music,
Inc. commencing a rate-making proceeding, on behalf of the radio industry,
seeking a determination of fair and reasonable industry-wide license fees. The
Company is currently operating under interim license agreements for the period
commencing January 1, 1997 at the rates and terms reflected in prior agreements.
The Company's management estimates that the impact of an unfavorable outcome of
the motion will not materially impact the financial position, results of
operations or cash flows of the Company.

     In December 2000, the U.S. Copyright Office, under the Digital Millennium
Copyright Act, issued a final rule that AM and FM radio broadcast signals
transmitted simultaneously over a digital communications network, are subject to
the sound recording copyright owner's exclusive right of performance. This would
result in the imposition of license fees for Internet streaming and other
digital media. As a result of this decision, the Company is participating in an
arbitration proceeding at the U.S. Copyright Office to determine the amount of
the fees that are due from the use of sound recordings in Internet streaming. In
February 2002, the arbitration panel issued its decision setting the license
fees for the use of sound recordings in Internet streaming. A number of
broadcasters have petitioned the U.S. Copyright Office for a review of this
decision. The Company, along with other broadcasters and the National
Association of Broadcasters ("NAB") commenced on January 25, 2001 a legal action
in the U.S. District Court of Philadelphia,

                                       13

<PAGE>

Pennsylvania, seeking declaratory relief as to the impact of the final rule of
the Copyright Office. The court in this action on August 1, 2001, upheld the
Copyright Office decision. The Company, along with other broadcasters and the
NAB, on September 30, 2001, filed an appeal of this decision. This appeal is
pending. However, the Company cannot determine the likelihood of success. The
Company's management believes that the impact of an unfavorable determination
will not materially impact the financial position, results of operations or cash
flows of the Company.

         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.

8.        SHAREHOLDERS' EQUITY

         On February 27, 2002, the Company entered into an underwriting
agreement to sell 3,500,000 shares of Class A Common Stock. The Company
completed this offering on March 5, 2002 and sold 3,500,000 shares of Class A
Common Stock at a price per share of $51.25. The underwriting agreement included
an option by the underwriters to purchase within 30 days up to 525,000
additional shares of Class A Common Stock to cover over-allotments. On March 6,
2002, the underwriters exercised their option to purchase 525,000 shares of
Class A Common Stock at a price per share of $51.25 and the Company completed
this offering on March 8, 2002. The net proceeds to the Company for both
offerings, after deducting underwriting discounts and other offering expenses,
were approximately $196.5 million. The Company used a portion of these proceeds
in the amount of $93.5 million to reduce the Company's outstanding indebtedness
under the Bank Facility's Revolver.

         During the three months ended March 31, 2001 and 20021, the Company
issued non-qualified options to purchase 788,500 shares and 1,141,932 shares,
respectively, of its Class A Common Stock at prices ranging from $40.00 to
$43.53 and $48.00 to $55.61, respectively, 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 and the grant
of performance-based options, the Company recognized non-cash stock-based
compensation expense in the amount of $132,000 and $102,000 for the three months
ended March 31, 2001 and 2002, respectively.

         In connection with awards in 1999 and 2000 of Restricted Stock which
vest ratably on each of the next four anniversary dates of the grant, the
Company recognized non-cash stock-based compensation expense in the amount of
$32,000 for each of the three months ended March 31, 2001 and 2002,
respectively.

9.        NET INCOME PER SHARE

         The net income per share ("EPS") is calculated in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" which
requires presentation of basic net income per share and diluted net income per
share. Basic net income per share excludes dilution and is computed by dividing
net income available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted net income per share is
computed in the same manner as basic net income after assuming issuance of
common stock for all potentially dilutive equivalent shares, which includes (1)
stock options (using the treasury stock method) and (2) the Term Income
Deferrable Equity Securities ("TIDES") after eliminating from net income the
interest expense, net of taxes, on the TIDES. Anti-dilutive instruments are not
considered in this calculation. For the three months ended March 31, 2001, the
effect of the stock options and the effect of the TIDES, which is convertible
into 2,841,000 shares of Class A Common Stock, were not included in the
calculation of net loss per share as they were anti-dilutive. For the three
months ended March 31, 2002, stock options were included in the calculation of
income before accounting change and net loss per share as they were dilutive and
the TIDES, which are convertible into 2,841,000 shares of Class A Common Stock,
were not included in the calculation of net loss per share as their effect were
anti-dilutive.

<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED
                                                                                    ------------------
                                                                 (amounts in thousands, except share and per share data)
                                                                  MARCH 31, 2001                          MARCH 31, 2002
                                                                  --------------                          --------------
                                                      Loss            Shares        EPS      Income/(Loss)      Shares        EPS
                                                      ----            ------        ---      ------------       ------        ---
<S>                                                <C>            <C>           <C>          <C>             <C>           <C>
Basic net loss per share:
     Income (loss) before accounting change        $  (1,749)     45,250,110    $  (0.04)    $     5,668     46,575,279    $   0.12
     Cumulative effect of accounting
          change, net of taxes                          (566)              -       (0.01)       (138,876)             -       (2.98)
                                                   ---------      ----------    --------     -----------     ----------    --------
     Net loss                                      $  (2,315)     45,250,110    $  (0.05)    $  (133,208)    46,575,279    $  (2.86)
                                                   =========                    ========     ===========                   ========
     Impact of options                                                     -                                  1,037,847
                                                                  ----------                                 ----------
Diluted net loss per share:
     Income (loss) before accounting change        $  (1,749)     45,250,110    $  (0.04)    $     5,668     47,613,126    $   0.12
     Cumulative effect of accounting
          change, net of taxes                          (566)              -       (0.01)    $  (138,876)             -    $  (2.92)
                                                   ---------      ----------    --------     -----------     ----------    --------
     Net loss                                      $  (2,315)     45,250,110    $  (0.05)    $  (133,208)    47,613,126    $  (2.80)
                                                   =========      ==========    ========     ===========     ==========    ========
</TABLE>

                                       14

<PAGE>

         Options to purchase 3,457,500 shares of common stock were outstanding
as of March 31, 2001, but were excluded from the computation of diluted net loss
per share as their effect were anti-dilutive. Options to purchase 82,678 shares
of common stock at a range of $51.38 to $57.63 were outstanding as of March 31,
2002, but were excluded from the computation of diluted net loss per share as
the options' exercise price were greater than the average market price of the
common stock for the three months ended March 31, 2002.

10.        GUARANTOR FINANCIAL INFORMATION

         Entercom Radio, LLC ("Radio"), a wholly-owned subsidiary of Entercom
Communications Corp., is the borrower of the Company's senior debt under the
Bank Facility, described in Note 3, and is the borrower of the Company's 7.625%
Senior Subordinated Notes, described in Note 4, with Entercom Communications
Corp. and subsidiaries as the guarantor. Radio holds the various subsidiary
companies that own the operating assets, including broadcasting licenses,
permits, authorizations and cash royalties. Entercom Communications Capital
Trust, the holder of the TIDES, described in Note 5, is a wholly-owned
subsidiary of Entercom Communications Corp and is the holder of 6.25%
Convertible Subordinated Debentures due from Entercom Communications Corp.

         Under the bank facility, Radio is permitted to make distributions to
Entercom Communications Corp. in an amount that is required to pay Entercom
Communications Corp.'s reasonable overhead costs, other costs associated with
conducting the operations of Radio and interest on the TIDES. Under the Notes,
Radio is permitted to make distributions to Entercom Communications Corp. in an
amount, as defined, that is required to pay Entercom Communications Corp's
overhead costs and other costs associated with conducting the operations of
Radio and Entercom Communications Corp's payment of interest on the TIDES.

          The following tables set forth condensed consolidating financial
information for Entercom Communications Corp., Entercom Communications Capital
Trust and Entercom Radio, LLC, as of December 31, 2001 and March 31, 2002 and
for the three months ended March 31, 2001 and 2002.

<TABLE>
<CAPTION>
                                                                       Balance Sheets as of December 31, 2001
                                                   ---------------------------------------------------------------------------

                                                                      Entercom
                                                      Entercom     Communications
                                                   Communications     Capital          Entercom
                                                       Corp.           Trust          Radio, LLC   Eliminations       Total
                                                   --------------  --------------  --------------  ------------  -------------
<S>                                                <C>             <C>               <C>           <C>           <C>
ASSETS:

   Current assets                                  $   5,127          $       -      $    82,653   $        -    $    87,780
   Net property and equipment                            956                  -           91,376            -         92,332
   Radio broadcasting licenses and
      other intangibles -Net                               -                  -        1,232,612            -      1,232,612
   Other long-term assets                            468,238            128,866           24,704     (595,792)        26,016
                                                   --------------  --------------  --------------  ------------  -------------
Total assets                                       $ 474,321          $ 128,866      $ 1,431,345   $ (595,792)   $ 1,438,740
                                                   ==============  ==============  ==============  ============  =============

LIABILITIES AND
   SHAREHOLDERS' EQUITY:
   Current liabilities                             $   9,732          $       -      $    43,849   $        -    $    53,581
   Long-term debt                                          -                  -          363,934            -        363,934
   Other long-term liabilities                           854              3,866          602,550     (466,926)       140,344
                                                   --------------  --------------  --------------  ------------  -------------
   Total liabilities                                  10,586              3,866        1,010,333     (466,926)       557,859
                                                   --------------  --------------  --------------  ------------  -------------
   TIDES                                             128,866            125,000                -     (128,866)       125,000
                                                   --------------  --------------  --------------  ------------  -------------
   Shareholders' equity
         Preferred stock                                   -                  -                -            -              -
         Class A and B common stock                      453                  -                -            -            453
         Additional paid-in capital                  751,803                  -                -            -        751,803
         Retained earnings (deficit)                (417,186)                 -          422,604            -          5,418
         Unearned compensation                          (201)                 -                -            -           (201)
         Accumulated other comprehensive loss              -                  -           (1,592)           -         (1,592)
                                                   --------------  --------------  --------------  ------------  -------------
   Total shareholders' equity                        334,869                  -          421,012            -        755,881
                                                   --------------  --------------  --------------  ------------  -------------
Total liabilities and shareholders' equity         $ 474,321          $ 128,866      $ 1,431,345   $ (595,792)   $ 1,438,740
                                                   ==============  ==============  ==============  ============  =============
</TABLE>

                                       15

<PAGE>

<TABLE>
<CAPTION>
                                                      Statements of Operations for the Three Months Ended March 31, 2001
                                                   ---------------------------------------------------------------------------

                                                                      Entercom
                                                      Entercom     Communications
                                                   Communications     Capital          Entercom
                                                        Corp.          Trust          Radio, LLC   Eliminations     Total
                                                   --------------  --------------  --------------  ------------  -------------
<S>                                                <C>             <C>               <C>           <C>           <C>
NET REVENUES                                       $     131          $   1,953      $    69,455   $   (2,084)   $    69,455
                                                   --------------  --------------  --------------  ------------  -------------

OPERATING EXPENSES (INCOME):
   Station operating expenses                              -                  -           46,491         (131)        46,360
   Depreciation and amortization                         251                  -           11,029            -         11,280
   Corporate general and administrative expenses       3,308                  -               22            -          3,330
   Net (gain) loss on sale of assets                      (6)                 -               29            -             23
                                                   --------------  --------------  --------------  ------------  -------------
   Total operating expenses                            3,553                              57,571         (131)        60,993
                                                   --------------  --------------  --------------  ------------  -------------
OPERATING INCOME (LOSS)                               (3,422)             1,953           11,884       (1,953)         8,462
                                                   --------------  --------------  --------------  ------------  -------------

OTHER EXPENSE (INCOME):
   Interest expense                                        -                  -            8,127            -          8,127
   Financing cost of TIDES                             1,953              1,953                -       (1,953)         1,953
   Interest income                                         -                  -              (95)           -            (95)
   Equity loss from unconsolidated affiliate               -                  -              850            -            850
   Net loss on derivative instruments                      -                  -              478            -            478
                                                   --------------  --------------  --------------  ------------  -------------
   Total other expense                                 1,953              1,953            9,360       (1,953)        11,313
                                                   --------------  --------------  --------------  ------------  -------------

INCOME (LOSS) BEFORE INCOME TAXES
   AND ACCOUNTING CHANGE                              (5,375)                 -            2,524            -         (2,851)

INCOME TAX PROVISION (BENEFIT)                        (2,150)                 -            1,048            -         (1,102)
                                                   --------------  --------------  --------------  ------------  -------------
INCOME (LOSS) BEFORE ACCOUNTING
   CHANGE                                             (3,225)                 -            1,476            -         (1,749)

   Cumulative effect of accounting
      change, net of taxes of $377                         -                  -             (566)           -           (566)
                                                   --------------  --------------  --------------  ------------  -------------
NET INCOME (LOSS)                                  $  (3,225)         $       -      $       910   $        -    $    (2,315)
                                                   ==============  ==============  ==============  ============  =============
<CAPTION>

                                                      Statements of Cash Flows for the Three Months Ended March 31, 2001
                                                   ---------------------------------------------------------------------------

                                                                      Entercom
                                                      Entercom     Communications
                                                   Communications     Capital          Entercom
                                                       Corp.           Trust          Radio, LLC   Eliminations       Total
                                                   --------------  --------------  --------------  ------------  -------------
<S>                                                <C>             <C>               <C>           <C>           <C>
OPERATING ACTIVITIES:
      Net cash provided by operating activities    $     112          $       -      $    22,116   $        -    $    22,228
                                                   --------------  --------------  --------------  ------------  -------------

INVESTING ACTIVITIES:
   Additions to property and equipment                  (135)                 -           (3,893)           -         (4,028)
   Proceeds from sale of property, equipment
      and other assets                                     -                  -              106            -            106
   Deferred charges and other assets                       -                  -             (333)           -           (333)
   Purchase of investments                                 -                  -           (2,804)           -         (2,804)
   Station acquisition deposits and costs                  -                  -              (74)           -            (74)
                                                   --------------  --------------  --------------  ------------  -------------
      Net cash used in investing activities             (135)                 -           (6,998)           -         (7,133)
                                                   --------------  --------------  --------------  ------------  -------------

FINANCING ACTIVITIES:
   Proceeds from issuance of long-term debt                -                  -            3,078            -          3,078
   Payments of long-term debt                              -                  -          (19,004)           -        (19,004)
   Proceeds from issuance of common stock
      related to incentive plans                           -                  -              145            -            145
   Proceeds from exercise of stock options                 -                  -              516            -            516
                                                   --------------  --------------  --------------  ------------  -------------
      Net cash used in financing activities                -                  -          (15,265)           -        (15,265)
                                                   --------------  --------------  --------------  ------------  -------------
</TABLE>

                                       16

<PAGE>

<TABLE>
<CAPTION>
                                                       Statements of Cash Flows for the Three Months Ended March 31, 2001
                                                   ---------------------------------------------------------------------------

                                                                      Entercom
                                                      Entercom     Communications
                                                   Communications     Capital          Entercom
                                                       Corp.           Trust          Radio, LLC   Eliminations       Total
                                                   --------------  --------------  --------------  ------------  -------------
<S>                                                <C>             <C>               <C>           <C>           <C>
Net decrease in cash and cash equivalents                (23)                 -             (147)           -           (170)
Cash and cash equivalents, beginning of period            24                  -           13,233            -         13,257
                                                   --------------  --------------  --------------  ------------  -------------
Cash and cash equivalents, end of period           $       1          $       -      $    13,086   $        -    $    13,087
                                                   ==============  ==============  ==============  ============  =============

<CAPTION>
                                                                      Balance Sheets as of March 31, 2002
                                                   ---------------------------------------------------------------------------

                                                                      Entercom
                                                      Entercom     Communications
                                                   Communications     Capital          Entercom
                                                       Corp.           Trust          Radio, LLC   Eliminations       Total
                                                   --------------  --------------  --------------  ------------  -------------
<S>                                                <C>             <C>               <C>           <C>           <C>
ASSETS:
   Current assets                                  $   3,828          $       -      $   341,373   $        -    $   345,201
   Net property and equipment                            903                  -           89,900            -         90,803
   Radio broadcasting licenses and
      other intangibles -Net                               -                  -        1,020,504            -      1,020,504
   Other long-term assets                            664,805            128,866           58,134     (792,528)        59,277
                                                   --------------  --------------  --------------  ------------  -------------
Total assets                                       $ 669,536          $ 128,866      $ 1,509,911   $ (792,528)   $ 1,515,785
                                                   ==============  ==============  ==============  ============  =============

LIABILITIES AND
   SHAREHOLDERS' EQUITY:
   Current liabilities                             $   9,565          $       -      $    60,206   $        -    $    69,771
   Long-term debt                                          -                  -          436,712            -        436,712
   Other long-term liabilities                           920              3,866          716,901     (663,662)        58,025
                                                   --------------  --------------  --------------  ------------  -------------
   Total liabilities                                  10,485              3,866        1,213,819     (663,662)       564,508
                                                   --------------  --------------  --------------  ------------  -------------
   TIDES                                             128,866            125,000                -     (128,866)       125,000
                                                   --------------  --------------  --------------  ------------  -------------
   Shareholders' equity
      Preferred stock                                      -                  -                -            -              -
      Class A and B common stock                         494                  -                -            -            494
      Additional paid-in capital                     952,444                  -                -            -        952,444
      Retained earnings (deficit)                   (422,584)                 -          294,794            -       (127,790)
      Unearned compensation                             (169)                 -                -            -           (169)
      Accumulated other comprehensive income               -                  -            1,298            -          1,298
                                                   --------------  --------------  --------------  ------------  -------------
   Total shareholders' equity                        530,185                  -          296,092            -        826,277
                                                   --------------  --------------  --------------  ------------  -------------
Total liabilities and shareholders' equity         $ 669,536          $ 128,866      $ 1,509,911   $ (792,528)   $ 1,515,785
                                                   ==============  ==============  ==============  ============  =============

<CAPTION>
                                                     Statements of Operations for the Three Months Ended March 31, 2002
                                                   ---------------------------------------------------------------------------

                                                                      Entercom
                                                      Entercom     Communications
                                                   Communications     Capital          Entercom
                                                       Corp.           Trust          Radio, LLC   Eliminations       Total
<S>                                                <C>             <C>               <C>           <C>           <C>
NET REVENUES                                       $     134          $   1,953      $    74,159   $   (2,087)   $    74,159
                                                   --------------  --------------  --------------  ------------  -------------

OPERATING EXPENSES (INCOME):
   Station operating expenses                              -                  -           48,293         (134)        48,159
   Depreciation and amortization                         261                  -            3,130            -          3,391
   Corporate general and administrative expenses       3,332                  -               19            -          3,351
   Net expense from time brokerage agreement fees          -                  -            2,116            -          2,116
   Net gain on sale of assets                              -                  -               (9)           -             (9)
                                                   --------------  --------------  --------------  ------------  -------------
   Total operating expenses                            3,593                              53,549         (134)        57,008
                                                   --------------  --------------  --------------  ------------  -------------

OPERATING INCOME (LOSS)                               (3,459)             1,953           20,610       (1,953)        17,151
                                                   --------------  --------------  --------------  ------------  -------------

OTHER EXPENSE (INCOME):
   Interest expense                                        -                  -            5,588            -          5,588
   Financing cost of TIDES                             1,953              1,953                -       (1,953)         1,953
</TABLE>


                                       17

<PAGE>

<TABLE>
<CAPTION>
                                                      Statements of Operations for the Three Months Ended March 31, 2002
                                                   ---------------------------------------------------------------------------
                                                                      Entercom
                                                      Entercom     Communications
                                                   Communications     Capital          Entercom
                                                       Corp.           Trust          Radio, LLC   Eliminations       Total
<S>                                                <C>             <C>               <C>           <C>           <C>
   Interest income                                       (14)                 -             (248)           -           (262)
   Equity loss from unconsolidated affiliate               -                  -              974            -            974
   Net loss on derivative instruments                      -                  -             (607)           -           (607)
                                                   --------------  --------------  --------------  ------------  -------------
   Total other expense                                 1,939              1,953            5,707       (1,953)         7,646
                                                   --------------  --------------  --------------  ------------  -------------

INCOME (LOSS) BEFORE INCOME TAXES
   AND ACCOUNTING CHANGE                              (5,398)                 -           14,903            -          9,505

INCOME TAXES PROVISION (BENEFIT)                      (2,159)                 -            5,996            -          3,837
                                                   --------------  --------------  --------------  ------------  -------------

INCOME (LOSS) BEFORE ACCOUNTING
   CHANGE                                             (3,239)                 -            8,907            -          5,668

   Cumulative effect of accounting
      change, net of taxes of $92,584                      -                  -         (138,876)           -       (138,876)
                                                   --------------  --------------  --------------  ------------  -------------

NET LOSS                                           $  (3,239)         $       -      $  (129,969)  $        -    $  (133,208)
                                                   ==============  ==============  ==============  ============  =============
<CAPTION>

                                                      Statements of Cash Flows for the Three Months Ended March 31, 2002
                                                   ---------------------------------------------------------------------------

                                                                      Entercom
                                                      Entercom     Communications
                                                   Communications     Capital          Entercom
                                                       Corp.           Trust          Radio, LLC   Eliminations       Total
                                                   --------------  --------------  --------------  ------------  -------------
<S>                                                <C>             <C>               <C>           <C>           <C>
OPERATING ACTIVITIES:
      Net cash provided by operating
         activities                                $      84          $       -      $    20,078   $        -    $    20,162
                                                   --------------  --------------  --------------  ------------  -------------

INVESTING ACTIVITIES:
   Additions to property and equipment                   (15)                 -           (1,094)           -         (1,109)
   Proceeds from sale of property, equipment
      and other assets                                     -                  -                9            -              9
   Purchases of radio station assets                       -                  -          (20,800)           -        (20,800)
   Deferred charges and other assets                       -                  -              (25)           -            (25)
   Purchase of investments                                 -                  -              (10)           -            (10)
   Station acquisition deposits and costs                  -                  -          (26,181)           -        (26,181)
   Net inter-company loans                          (196,567)                 -          196,567            -              -
                                                   --------------  --------------  --------------  ------------  -------------
      Net cash (used in) provided by
         investing activities                       (196,582)                 -          148,466            -        (48,116)
                                                   --------------  --------------  --------------  ------------  -------------

FINANCING ACTIVITIES:
   Proceeds from issuance of long-term debt                -                  -          195,500            -        195,500
   Net proceeds from stock offering                  196,498                  -                -            -        196,498
   Payments on long-term debt                              -                  -         (108,504)           -       (108,504)
   Deferred financing expenses related to bank
      facility and senior subordinated notes               -                  -           (4,558)           -         (4,558)
   Proceeds from issuance of common stock
      related to incentive plans                           -                  -              158            -            158
   Proceeds from exercise of stock options                 -                  -            3,281            -          3,281
                                                   --------------  --------------  --------------  ------------  -------------
      Net cash provided by financing activities      196,498                  -           85,877            -        282,375
                                                   --------------  --------------  --------------  ------------  -------------

Net decrease in cash and cash equivalents                  -                  -          254,421            -        254,421
Cash and cash equivalents, beginning of period             1                  -           10,750            -         10,751
                                                   --------------  --------------  --------------  ------------  -------------
Cash and cash equivalents, end of period           $       1          $       -      $   265,171   $        -    $   265,172
                                                   ==============  ==============  ==============  ============  =============
</TABLE>

11.   SUBSEQUENT EVENTS

                                       18

<PAGE>

         On April 24, 2002, the Company announced that the agreement with The
Baseball Club of Seattle, L.P. for the rights to broadcast the Seattle Mariners
Baseball Club on the Company's Seattle radio station will not be renewed upon
expiration of the agreement on October 31, 2002.

         On April 26, 2002, the Company entered into an asset purchase agreement
with ABC, Inc. to sell the assets of KQAM-AM, serving the Wichita, Kansas radio
market, for $2.0 million in cash. Closing of this transaction, which is
conditional upon the approval of the FCC, is expected in the third quarter of
2002 and will decrease the Company's ownership to six radio stations in the
Wichita, Kansas radio market.

         On April 30, 2002 the California Superior Court issued an Interlocutory
Judgment ordering, among other things (i) that Royce sign all documents
necessary to transfer the assets relating to KWOD to the Company and to complete
such transfer in exchange for the $25.0 million purchase price, less the amount
of the Company's damages to be determined by the court, (ii) the Company to
place $24.8 million in cash and a $7.5 million irrevocable standby letter of
credit in an escrow account pending the transfer of the KWOD assets, the
determination of the Company's damages and the outcome of Royce's appeal, and
(iii) a time Brokerage Agreement commence on May 10, 2002 under which the
Company will program and sell most of the broadcast time on KWOD. Royce has
filed a petition in the California appeals court challenging this Interlocutory
Judgment. The Court of Appeals has issued a temporary stay of the Interlocutory
Judgment until May 21, 2002. The Company estimates that the impact of an
unfavorable outcome will not materially impact the Company's financial position,
results of operations or cash flows. The Company cannot determine if and when
the transaction might occur.

         On May 1, 2002, the Company acquired the assets of KALC-FM in Denver,
Colorado, from Emmis for $88.0 million in cash, of which $8.8 million was paid
as a deposit on February 15, 2002. Upon the expected completion of the
acquisition of the three radio stations described in the Tribune transaction
under Note 7, the Company will own four radio stations serving the Denver,
Colorado radio market.

         On May 2, 2002, the Board of Directors approved the appointment of
David J. Field, currently President and Chief Operating Officer, as Chief
Executive Officer. This title was formerly held by the Chairman of the Board,
Joseph M. Field, who will continue as Chairman of the Board.

                                       19

<PAGE>

ITEM 2.       Management's Discussion and Analysis of Financial Condition and
Results of Operations

         This report contains, in addition to historical information, statements
by us with regard to our expectations as to financial results and other aspects
of our business that involve risks and uncertainties and may constitute forward
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These statements
reflect our current views and are based on certain assumptions. Actual results
could differ materially from those currently anticipated as a result of a number
of factors, including, but not limited to, the following: (1) the highly
competitive nature of, and new technologies in, the radio broadcasting industry;
(2) the risks associated with our acquisition strategy generally; (3) the
control of us by Joseph M. Field and members of his immediate family; (4) our
vulnerability to changes in federal legislation or regulatory policies; (5) our
dependence upon our Seattle radio stations; and (6) those matters discussed
below. All statements other than statements of historical fact are
"forward-looking statements" for purposes of federal and state securities laws,
including any projections of earnings, revenues or other financial items; any
statements of the plans, strategies and objectives of management for future
operations; any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing.
You can identify these forward-looking statements by our use of words such as
"anticipates," "believes," "continues," "expects," "intends," "likely," "may,"
"opportunity," "plans," "potential," "project," "will," and similar expressions
to identify forward-looking statements, whether in the negative or the
affirmative. We cannot guarantee that we actually will achieve these plans,
intentions or expectations. These forward-looking statements are subject to
risks, uncertainties and other factors, some of which are beyond our control,
which could cause actual results to differ materially from those forecast or
anticipated in such forward-looking statements.

General

         We are one of the five largest radio broadcasting companies in the
United States based upon 2001 revenues pro forma for completed and pending
acquisitions as derived from the latest edition of BIA Consulting, Inc. We
operate in 19 markets, including Boston, Seattle, Denver, Portland, Sacramento,
Kansas City, Milwaukee, Norfolk, New Orleans, Memphis, Buffalo, Greensboro,
Rochester, Greenville/Spartanburg, Wilkes-Barre/Scranton, Wichita, Madison,
Gainesville/Ocala and Longview/Kelso (WA).

         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: (1) a
station's audience share in the demographic groups targeted by advertisers, as
measured principally by quarterly reports issued by the Arbitron Ratings
Company; (2) the number of radio stations in the market competing for the same
demographic groups; and (3) the supply of and demand for radio advertising time.

         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 audiences. However, because
Arbitron reports ratings quarterly, any changed ratings and therefore its effect
on advertising revenues tend to lag behind the incurrence of advertising and
promotional spending.

         We include revenues recognized under a time brokerage agreement or a
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.

         In the following analysis, we discuss broadcast cash flow, broadcast
cash flow margin and after tax cash flow. Broadcast cash flow consists of
operating income before depreciation and amortization, net expense (income) from
time brokerage agreement fees, corporate general and administrative expenses and
gain or loss on sale of assets. Broadcast cash flow margin represents broadcast
cash flow as a percentage of net revenues. After tax cash flow consists of
income (loss) before accounting change, plus the following: depreciation and
amortization, non-cash compensation expense (which is otherwise included in
corporate general and administrative expenses), deferred taxes, the elimination,
net of current taxes, of equity loss from unconsolidated affiliate, any gains or
losses on sale of assets, investments and derivative instruments. Although
broadcast cash flow, broadcast cash flow margin and 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, broadcast cash flow margin and
after tax cash flow in isolation or as substitutes for net income, 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, broadcast cash flow margin and 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.

                                       20

<PAGE>

         We calculate same station growth by comparing the performance of
stations operated by us throughout a relevant period to the comparable
performance in the prior year's corresponding period, adjusted for significant
changes to sports contracts. "Same station broadcast cash flow margin" is the
broadcast cash flow margin of the stations included in our same station
calculations.

Critical Accounting Policies

         Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements, and the amount of reported revenues and expenses
during the reporting period. We base our estimates on historical experience and
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily available
from other sources. Actual results may differ from these estimates under
different circumstances or using different assumptions.

         We consider the following policies to be important in understanding the
judgments involved in preparing our financial statements and the uncertainties
that could affect our results of operations, financial condition or cash flows.

Revenue Recognition

         We recognize revenue from the sale of commercial broadcast time to
advertisers when the commercials are broadcast, subject to meeting certain
conditions such as persuasive evidence that an arrangement exists, the price is
fixed and determinable, and collection is reasonably assured. These criteria are
generally met at the time an advertisement is broadcast, and the revenue is
recorded net of advertising agency commission.

Allowance for Doubtful Accounts

         We must make estimates to our allowance for doubtful accounts for
estimated losses resulting from our customers' inability to make payments. We
specifically review historical write-off activity by market, large customer
concentrations, customer creditworthiness and changes in our customer payment
terms when evaluating the adequacy of the allowance for doubtful accounts. If
the financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, then additional allowances may be
required.

Goodwill and Intangible Assets

         We have made acquisitions in the past for which a significant amount of
the purchase price was allocated to broadcast licenses, goodwill and other
intangible assets. As of December 31, 2001, we had approximately $1.2 billion in
intangible assets, which represented approximately 86% of our total assets. The
fair value of these assets is dependent on the performance of our stations. In
assessing the recoverability of our intangible assets, we must conduct annual
impairment testing required by SFAS No. 142, which requires us to determine the
fair value and could require us to write down the carrying value of our
broadcasting licenses and goodwill and other intangible assets in future
periods. We completed the transitional non-amortizing intangible asset
impairment test for broadcasting licenses and recorded to the statement of
operations, a $138.9 million impairment charge, net of a deferred tax benefit of
$92.6 million, under the cumulative effect of accounting change for the three
months ended March 31, 2002. As of March 31, 2002, we had approximately $1.0
billion in intangible assets, which represents approximately 67% of our total
assets.

Contingencies and Litigation

         On an on-going basis, we evaluate our exposure related to contingencies
and litigation and record a liability when available information indicates that
a liability is probable and estimable. We also disclose significant matters that
are reasonably possible to result in a loss or are probable but not estimable.

Estimation of Effective Tax Rates

         We evaluate our effective tax rates regularly and adjust rates when
appropriate based on currently available information relative to statutory
rates, apportionment factors and the applicable taxable income in the
jurisdictions in which we operate, among other factors.

Recent Events

         On December 24, 2001, we entered into an agreement to acquire the
assets of KOSI-FM, KKHK-FM and KEZW-AM from Tribune Denver Radio, Inc., serving
the Denver, Colorado radio market, for a purchase price of $180.0 million in
cash, of which $18.0 million was paid as a deposit on January 2, 2002. On
February 1, 2002, we began operating these stations under a time brokerage
agreement. The time brokerage agreement may run for a period of

                                       21

<PAGE>

up to three years at the seller's option. Closing of this transaction may be
delayed at the option of the seller, not to exceed three years, and is
conditioned on the approval of the FCC.

     Effective January 1, 2002, we adopted SFAS No. 142, "Goodwill and Other
Intangible Assets" that requires that goodwill and certain other intangibles
will not be amortized. Amortization of costs associated with the acquisition of
radio stations has historically been a significant factor in determining our
overall profitability. However, with the adoption of SFAS No. 142, the impact of
amortization is expected to be greatly reduced in 2002 and in future periods.
Effective on January 1, 2002, we discontinued the amortization of broadcasting
licenses and goodwill under the provisions of SFAS No. 142. The amortization
expense for broadcasting licenses and goodwill for the three months ended March
31, 2001 was $7.9 million. In addition, under the provisions of SFAS No.142 we
completed the transitional non-amortizing intangible asset impairment test for
broadcasting licenses and recorded to the statement of operations, a $138.9
million charge, net of a deferred tax benefit, under the cumulative effect of
accounting change for the three months ended March 31, 2002.

     On February 1, 2002, we entered into an agreement effective February 28,
2002, to terminate our joint sales agreement for KING-FM in the Seattle,
Washington radio market, that was due to expire on June 30, 2002.

     On February 8, 2002, we acquired from WCCB-TV, Inc., a subsidiary of
Bahakel Communications, Ltd., the assets of WOZN-FM (formerly WKSI-FM) and
WPET-AM, serving the Greensboro, North Carolina radio market, for a purchase
price of $20.8 million in cash, of which $1.0 million was paid as a deposit on
November 29, 2001. On December 5, 2001, we began operating these stations under
a time brokerage agreement. The closing of this transaction increases our
ownership to six radio stations in the Greensboro, North Carolina radio market.
We recorded goodwill of $2.6 million in connection with this purchase in order
to compete more effectively in the market by increasing our cluster share of
market revenues and market cluster ranking.

     On February 12, 2002, we entered into an agreement with subsidiaries of
Emmis Communications Corporation to acquire the assets of KALC-FM, serving the
Denver, Colorado radio market, for a purchase price of $88.0 million in cash, of
which we paid $8.8 million as a deposit on February 15, 2002. On March 15, 2002,
we began operating this station under a time brokerage agreement. This
transaction closed on May 1, 2002.

     On February 27, 2002, we entered into an underwriting agreement to sell
3,500,000 shares of Class A Common Stock. We completed this offering on March 5,
2002 and sold 3,500,000 shares of Class A Common Stock at a price per share of
$51.25. The underwriting agreement included an option by the underwriters to
purchase within 30 days up to 525,000 additional shares of Class A Common Stock
to cover over-allotments. On March 6, 2002, the underwriters exercised their
option to purchase 525,000 shares of Class A Common Stock at a price per share
of $51.25 and we completed this offering on March 8, 2002. The net proceeds to
us for both offerings, after deducting underwriting discounts and other offering
expenses, were approximately $196.5 million. We used a portion of these proceeds
in the amount of $93.5 million to reduce our outstanding indebtedness under the
Bank Facility's Revolver.

     On February 27, 2002, we entered into an underwriting agreement to sell
$150.0 million of 7.625% senior subordinated notes due March 1, 2014. We
completed this offering on March 5, 2002 and received net proceeds of $145.8
million. There were approximately $4.2 million in deferred offering costs
recorded in connection with the sale, which are being amortized to interest
expense over the life of the notes using the effective interest rate method. The
proceeds of the notes will be used to finance pending acquisitions and for
general corporate purposes, including future acquisitions and working capital.

Results of Operations

     Our results of operations represent the operations of the radio stations
owned or operated pursuant to time brokerage agreements or joint sales
agreements during the relevant periods. The following is a discussion of our
results of operations for the three months ended March 31, 2002 and March 31,
2001, and should be read in conjunction with our condensed consolidated
financial statements and the related notes included elsewhere in this Form 10-Q.

         Several factors affected our results of operations for the three months
ended March 31, 2002 that did not affect the corresponding period of the prior
year. During the three months ended March 31, 2002: (1) we began operating four
stations in Denver under two different time brokerage agreements that
contributed to higher net revenues, station operating expenses and net expense
from time brokerage fees; (2) we acquired two radio stations in Greensboro on
February 8, 2002, that we began operating under a time brokerage agreement on
December 5, 2001, for approximately $20.8 million, that contributed to higher
net revenues, station operating expenses, depreciation and amortization and
interest expense; (3) we terminated effective February 28, 2002, our joint sales
agreement for KING-FM in Seattle, that contributed to lower net revenues and
station operating expenses; (4) we did not renew our rights to broadcast the
Boston Celtics nor sell the advertising in these broadcasts under a contract
that expired during the second quarter of 2001, that contributed to lower net
revenues and lower station operating expenses; and (5) we received net proceeds
of $196.5 million from an equity offering and net proceeds of $145.8 million
from a senior subordinated note offering, the proceeds of which were used for
reducing outstanding indebtedness under our Revolver, for investing purposes
until such time as the funds will be needed for pending and future acquisitions,
and for general corporate purposes.

                                       22

<PAGE>

Three months ended March 31, 2002 compared to the three months ended March 31,
2001

Net Revenues: Net revenues increased 6.8% to $74.2 million for the three months
ended March 31, 2002 from $69.5 million for the three months ended March 31,
2001. On a same station basis, net revenues increased 2.5% to $70.5 million from
$68.8 million. Same station net revenues increased due to a marginal improvement
in the advertising sector of the economy and strong performance of our market
clusters which exceeded their combined market growth rates. The overall increase
in net revenues for the three months ended March 31, 2002 was affected by
acquisitions of stations during this period with net revenues of $3.7 million.

Station Operating Expenses: Station operating expenses increased 3.9% to $48.2
million for the three months ended March 31, 2002 from $46.4 million for the
three months ended March 31, 2001. On a same station basis, station operating
expenses increased 0.9% to $45.7 million from $45.3 million. Same station
operating expenses marginally increased due to an increase in same station net
revenues for the reasons described above, offset by cost reduction efforts. The
overall increase in station operating expenses for the three months ended March
31, 2002 was affected during this period by acquisitions of stations with
station operating expenses of $2.2 million.

Depreciation and Amortization Expenses: Depreciation and amortization expenses
decreased 69.9% to $3.4 million for the three months ended March 31, 2002 from
$11.3 million for the three months ended March 31, 2001. The decrease was mainly
attributable to the adoption on January 1, 2002 of SFAS No. 142, "Goodwill and
Other Intangible Assets," as described more fully in the footnotes to the
condensed financial statements under Recent Accounting Pronouncements. Adoption
of this accounting standard had the impact of eliminating our amortization
expense for goodwill and broadcasting licenses. For comparison purposes, for the
three months ended March 31, 2001, we recorded amortization expense for goodwill
and broadcasting licenses of $0.1 million and $7.8 million, respectively. We
also completed the transitional non-amortizing intangible asset impairment test
for broadcasting licenses and recorded to the statement of operations, a $138.9
million charge, net of a deferred tax benefit of $92.6 million, under the
cumulative effect of accounting change.

Corporate General and Administrative Expenses: Corporate general and
administrative expenses increased 0.1% to $3.4 million for the three months
ended March 31, 2002 from $3.3 million for the three months ended March 31,
2001. These expenses remained relatively flat due to certain cost containment
measures, despite an increase in the number of stations owned or operated during
this period as compared to the prior period. Also included is non-cash
stock-based compensation expense of $0.1 million and $0.2 million for the three
months ended March 31, 2002 and 2001, respectively.

Interest Expense: Interest expense, including the financing cost of our 6.25%
Convertible Preferred Securities Term Income Deferrable Equity Securities
(TIDES), decreased 25.2% to $7.5 million for the three months ended March 31,
2002 from $10.1 million for the three months ended March 31, 2001. The decrease
in interest expense was mainly attributable to (1) the expiration on January 11,
2002 of derivatives designated as cash flow hedges with a total notional amount
of $108.0 million that effectively fixed our variable rate debt at 6.3%; (2) a
decrease of $93.5 million in our indebtedness outstanding on March 5, 2002 from
a portion of the cash proceeds from our equity offering; (3) a reduction in
interest rates subsequent to the three months ended March 31, 2001, offset by
the increase in interest expense from the $150.0 million 7.625% Senior
Subordinated Notes issued on March 5, 2002.

Income (Loss) Before Income Taxes and Accounting Change: Income before income
tax and accounting change increased to $9.5 million for the three months ended
March 31, 2002 from a loss before income taxes and accounting change of $2.9
million for the three months ended March 31, 2001. The increase in the income
before income taxes and accounting change is mainly attributable to: (1) the
impact of eliminating our amortization expense for goodwill and broadcasting
licenses of $7.9 million and (2) a reduction in interest expense as a result of
the factors described above under interest expense.

Net Loss: Net loss increased to $133.2 million for the three months ended March
31, 2002 from $2.3 million for the three months ended March 31, 2001. The
increase in net loss is mainly attributable to (1) the factors described above,
net of taxes; and (2) a $138.9 million impairment charge, net of a deferred tax
benefit, under the cumulative effect of accounting change as an accumulated
transition adjustment attributable to the adoption on January 1, 2002 of SFAS
No. 142, "Goodwill and Other Intangible Assets."

Other Data

Broadcast Cash Flow: Broadcast cash flow increased 12.6% to $26.0 million for
the three months ended March 31, 2002 from $23.1 million for the three months
ended March 31, 2001. On a same station basis, broadcast cash flow increased
5.6% to $24.8 million from $23.5 million for the same reasons that same station
net revenues increased, which are described above under net revenues. The
increase in broadcast cash flow for the three months ended March 31, 2002 was
affected by acquisitions of stations during this period with broadcast cash flow
of $1.5 million.

Broadcast Cash Flow Margin: The broadcast cash flow margin increased to 35.1%
for the three months ended March 31, 2002 from 33.3% for the three months ended
March 31, 2001. On a same station basis, our broadcast cash flow margin
increased to 35.2% from 34.1%. The increase is primarily attributable to the
same reasons that same station net revenues and same station broadcast cash flow
increased, which are described above.

                                       23

<PAGE>

After Tax Cash Flow: After tax cash flow increased 11.5% to $16.8 million for
the three months ended March 31, 2002 from $15.1 million for the three months
ended March 31, 2001. The increase in after tax cash flow was positively
affected by: (1) the increase in broadcast cash flow for the reasons described
under net revenues; (2) the decrease in interest expense, net of tax, for the
reasons described above under interest expense; and (3) the tax benefits from
the purchase of radio station assets in February 2002.

Liquidity and Capital Resources

     We use a significant portion of our capital resources to consummate
acquisitions. These acquisitions are funded from one or a combination of the
following sources: (1) our bank facility (described below); (2) the sale of
securities; (3) the swapping of our radio stations in transactions which qualify
as "like-kind" exchanges under Section 1031 of the Internal Revenue Code and (4)
internally-generated cash flow.

     Net cash flows provided by operating activities were $20.2 million and
$22.2 million for the three months ended March 31, 2002 and 2001, 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 radio stations during those
periods. For the three months ended March 31, 2002, cash flows provided by
operating activities were positively affected by: (1) an improvement in net
revenues, net of station operating expenses; (2) a reduction in trade accounts
receivables due to the seasonality of the business as first quarter net revenues
are typically lower than the prior year's fourth quarter net revenues, offset by
an increase in trade accounts receivable as a result of new stations owned or
operated by us during this period. For the three months ended March 31, 2001,
cash flows were positively affected by a decrease of $16.2 million in
outstanding accounts receivable due to the seasonality of the business and to
improved collection efforts.

     Net cash flows used in investing activities were $48.1 million and $7.1
million for the three months ended March 31, 2002 and 2001, respectively. Net
cash flows provided by financing activities were $282.4 million for the three
months ended March 31, 2002 and net cash flows used in financing activities were
$15.3 million for the three months ended March 31, 2001. The cash flows for the
three months ended March 31, 2002 reflect acquisitions of radio station assets,
deposits for pending acquisitions and the consummation of debt and equity
offerings, net of a reduction in outstanding indebtedness. The cash flows for
the three months ended March 31, 2001 reflect additions to property and
equipment and the net decrease in outstanding indebtedness.

     During February 2002, we filed a universal shelf registration statement
with the SEC to offer up to (1) $250.0 million in aggregate offering price of
Class A common stock and/or preferred stock and (2) $250.0 million in aggregate
principal amount or initial accreted value of its debt securities consisting of
debentures, notes or other types of debt. Under this shelf registration
statement, on February 27, 2002, we entered into separate equity and debt
underwriting agreements for equity and debt offerings and filed prospectus
supplements with the SEC. We completed the equity offering on March 5, 2002 and
March 8, 2002 and issued $206.3 million in Class A common stock at a price per
share of $51.25 and completed the debt offering on March 5, 2002, and issued
$150.0 million in 7.625% senior subordinated notes. We received net proceeds of
approximately $196.5 million under the equity offerings and incurred offering
expenses of approximately $8.6 million. We received net proceeds of
approximately $145.8 million under the debt offering and incurred offering
expenses of approximately $4.3 million. We used a portion of the net proceeds
from the March 5, 2002 equity offering to reduce $93.5 million of our
outstanding indebtedness under our credit facility.

     Prior to the offerings, we were notified by Moody's Investor Services and
Standard and Poor's that each agency had evaluated our debt and issued an
upgrade to our credit rating. Management believes that any future upgrade or
downgrade would not have a significant impact on our future liquidity. The
effect of a change in the credit rating includes, but is not limited to,
interest rate changes under any future bank facilities, debentures, notes or
other types of debt.

     As of March 31, 2002, we had $265.2 million in cash and cash equivalents,
primarily as a result of the offerings described above. During the three months
ended March 31, 2002, we increased our net outstanding debt by $87.0 million. We
also acquired radio station assets and increased our acquisition deposits and
costs in the amount of $47.0 million. As of March 31, 2002, we had $325.0
million of borrowings outstanding under our bank facility in addition to an
outstanding letter of credit in the amount of $6.2 million and $150.0 million in
senior subordinated notes. We expect to use the credit available of $318.8
million under the revolving credit facility, subject to defined revolving
commitment reductions as described below, and cash on hand to fund pending and
future acquisitions.

     Under our universal shelf registration statement, since we did not issue
the full amount available, we may from time to time offer and issue debentures,
notes, bonds and other evidence of indebtedness in the amount of $100.0 million
and shares of Class A common stock and/or preferred stock in the aggregate
offering price of $43.7 million. Unless otherwise described in future prospectus
supplements, we intend to use the net proceeds from the sale of securities
registered under this universal shelf registration statement for general
corporate purposes, which may include additions to working capital, capital
expenditures, repayment or redemption of existing indebtedness, pending
acquisitions or future acquisitions.

     In addition to debt service and quarterly distributions under the TIDES,
our principal liquidity requirements are for working capital and general
corporate purposes, including capital expenditures, and, if appropriate
opportunities arise, acquisitions of additional radio stations. Capital
expenditures for the three months ended March 31, 2002, were

                                       24

<PAGE>

$1.1 million. We estimate that an additional amount of capital expenditures for
the balance of 2002 will be between $7.0 and $9.0 million. We believe that cash
on hand and cash from operating activities, together with available revolving
borrowings under our bank facility, should be sufficient to permit us to meet
our financial obligations and fund our operations. However, we may require
additional financing for future acquisitions, if any, and we cannot assure you
that we will be able to obtain such financing on terms considered favorable by
us.

     We entered into our bank facility as of December 16, 1999, with a syndicate
of banks for $650.0 million in senior credit consisting of: (1) $325.0 million
in a reducing revolving credit facility and (2) $325.0 million in a multi-draw
term loan that was fully drawn as of September 29, 2000. Our bank facility was
established to: (1) refinance existing indebtedness; (2) provide working
capital; and (3) fund corporate acquisitions. At our election, interest on any
outstanding principal accrues at a rate based on either LIBOR plus a spread that
ranges from 0.75% to 2.375% or on the prime rate plus a spread of up to 1.125%,
depending on our leverage ratio. Under the bank facility, the reducing revolving
credit facility and the multi-draw term loan mature on September 30, 2007 and
reduce on a quarterly basis beginning September 30, 2002 in amounts that vary
from $12.2 million to $16.3 million for each loan. We anticipate that we will
meet these quarterly debt reduction commitments through one or more of the
following: (1) cash flows from operations; (2) additional borrowings under the
Revolver; (3) cash on hand; and (4) other debt or equity offerings. The bank
facility requires that we comply with certain financial covenants and leverage
ratios that are defined terms within the agreement and compliance with these
terms affects our ability to draw down under the revolver. Certain of these
financial covenants and leverage ratios include but are not limited to the
following: (1) total debt to operating cash flow, (2) operating cash flow to
interest expense, (3) operating cash flow to pro forma debt service and (4)
operating cash flow to fixed charges. Management believes we are in compliance
with all of the terms of the agreement. The bank facility also provides that
through December 31, 2002, we may solicit incremental loans up to $350.0
million, thereby increasing the bank facility to a total of $1.0 billion. This
incremental borrowing is subject to syndicate approval and is governed under the
same terms as the existing bank facility.

Recent Accounting Pronouncement

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" that applies to legal obligations associated with the
retirement of a tangible long-lived asset that results from the acquisition,
construction, or development and/or the normal operation of a long-lived asset.
Adoption of this Statement by us will be effective on January 1, 2003. We do not
believe that the adoption of this statement will materially impact our financial
position, cash flows or results of operations.

ITEM 3.     Quantitative and Qualitative Disclosures About Market Risk

     Under certain bank facility covenants that are measured periodically, we
may be required from time to time to protect ourselves from interest rate
fluctuations through the use of derivative rate hedging instruments. As a
result, we have entered into various interest rate transactions with various
banks, which we call the rate hedging transactions, designed to mitigate our
exposure to significantly higher floating interest rates. These transactions are
referred to as a "collar" or a "swap". A collar consists of a rate cap agreement
that establishes an upper limit or "cap" for the base LIBOR rate and a rate
floor agreement that establishes a lower limit or "floor" for the base LIBOR
rate. Collar agreements covering a rate cap and a rate floor have been entered
into simultaneously with the same bank. 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. As of March 31, 2002, we have rate
hedging transactions in place for a total notional amount of $155.0 million.

     Our credit exposure under these agreements is limited to the cost of
replacing an agreement in the event of non-performance by our counter-party. To
minimize this risk, we select high credit quality counter-parties. All of the
rate hedging transactions are tied to the three-month LIBOR interest rate, which
may fluctuate significantly on a daily basis. The valuation of each of these
rate hedging transactions is affected by the change in the three-month LIBOR
rates and the remaining term of the agreement. Any increase in the three-month
LIBOR rate results in a more favorable valuation, while any decrease in the
three-month LIBOR rate results in a less favorable valuation for each of the
rate hedging transactions. The three-month LIBOR rate at March 31, 2002 was
marginally lower as compared to the rate at December 31, 2001. The decrease in
market value liability of the instruments as of March 31, 2002, was due to: (1)
a reduction in the remaining term under each of the transactions, including the
expiration of $108.0 million in rate hedging transactions and (2) an increase in
the forward-looking interest rate curve, offset by the marginal decrease in the
three-month LIBOR rate at March 31, 2002. Effective January 1, 2001, we adopted
the Financial Accounting Standards Board's ("FASB") Statement of Accounting
Standards ("SFAS") No. 133 entitled "Accounting for Derivative and Hedging
Activities," that was amended by SFAS No. 137 and SFAS No. 138. SFAS No. 133
established accounting and reporting standards for (1) derivative instruments,
including certain derivative instruments embedded in other contracts, which are
collectively referred to as derivatives and (2) hedging activities.

     See also additional disclosures regarding "Liquidity and Capital Resources"
made under Item 2, above.

                                       25

<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1.         Legal Proceedings

     We are from time to time involved in litigation incidental to the conduct
of our business, but we are not a party to any lawsuit or proceeding that, in
our opinion, 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 ("Royce"), subject to approval by the
FCC, for a purchase price of $25.0 million. Notwithstanding our efforts to
pursue this transaction, Royce has been non-responsive. On July 28, 1999, we
commenced a legal action seeking to enforce this agreement, and subsequently
Royce filed a cross-complaint against us asking for treble damages, an
injunction, attorney's fees and costs. Portions of Royce's cross-complaint have
been dismissed and after a trial in November 2001, the California Superior Court
ruled that the February 1996 agreement was enforceable and that the court would
order specific performance of the agreement to sell KWOD. In addition, we are
entitled to recover damages incident to the failure of Royce to honor this
agreement but the trial on damages has been delayed by a bankruptcy filing by
Royce. On February 6, 2002, the Bankruptcy Court granted our petition to dismiss
the bankruptcy filing by Royce. On April 30, 2002 the California Superior Court
issued an Interlocutory Judgment ordering, among other things (i) that Royce
sign all documents necessary to transfer the assets relating to KWOD to us and
to complete such transfer in exchange for the $25.0 million purchase price, less
the amount of our damages to be determined by the court, (ii) us to place $24.8
million in cash and a $7.5 million irrevocable standby letter of credit in an
escrow account pending the transfer of the KWOD assets, the determination of our
damages and the outcome of Royce's appeal, and (iii) a time Brokerage Agreement
commence on May 10, 2002 under which we will program and sell most of the
broadcast time on KWOD. Royce has filed a petition in the California appeals
court challenging this Interlocutory Judgment. The Court of Appeals has issued a
temporary stay of the Interlocutory Judgment until May 21, 2002. We estimate
that the impact of an unfavorable outcome will not materially impact our
financial position, results of operations or cash flows. We cannot determine if
and when the transaction might occur.

     In October 1999, The Radio Music License Committee, of which we are a
participant, filed a motion in the New York courts against Broadcast Music, Inc.
commencing a rate-making proceeding, on behalf of the radio industry, seeking a
determination of fair and reasonable industry-wide license fees. We are
currently operating under interim license agreements for the period commencing
January 1, 1997 at the rates and terms reflected in prior agreements. We
estimate that the impact of an unfavorable outcome of the motion will not
materially impact our financial position, results of operations or cash flows.

     In December 2000, the U.S. Copyright Office, under the Digital Millennium
Copyright Act, issued a final rule that AM and FM radio broadcast signals
transmitted simultaneously over a digital communications network, are subject to
the sound recording copyright owner's exclusive right of performance. This would
result in the imposition of license fees for Internet streaming and other
digital media. As a result of this decision, we are now participating in an
arbitration proceeding at the U.S. Copyright Office to determine the amount of
the fees that are due from the use of sound recordings in Internet streaming. In
February 2002, the arbitration panel issued its decision setting the license
fees for the use of sound recordings in Internet streaming. A number of
broadcasters have petitioned the U.S. Copyright Office for a review of this
decision. We, along with other broadcasters, and the National Association of
Broadcasters ("NAB") commenced on January 25, 2001 a legal action in the U.S.
District Court in Philadelphia, Pennsylvania, seeking declaratory relief as to
the impact of the final rule of the Copyright Office. The court in this action
on August 1, 2001 upheld the Copyright Office decision. We, along with other
broadcasters and the NAB, on September 30, 2001, filed an appeal of this
decision. This appeal is pending. We cannot determine the likelihood of success
of this appeal. We estimate that the impact of an unfavorable determination will
not materially impact our financial position, results of operations or cash
flows.

ITEM 2.         Changes in Securities and Use of Proceeds

       None to report.

ITEM 3.         Defaults Upon Senior Securities

       None to report.

ITEM 4.         Submission of Matters to a Vote of Security Holders

       None to report.

ITEM 5.         Other Information

                                       26

<PAGE>

       None to report.
ITEM 6.         Exhibits and Reports on Form 8-K

    (a) Exhibits

       Exhibit
       Number        Description
       ------        -----------

         3.01        Amended and Restated Articles of Incorporation of Entercom
                     Communications Corp. (1)
         3.02        Amended and Restated Bylaws of Entercom Communications
                     Corp. (7)
         4.01        Indenture for the Convertible Subordinated Debentures due
                     2014 amount Entercom Communications Corp., as issuer, and
                     Wilmington Trust Company, as indenture trustee (3)
         4.02        Indenture dated as of March 5, 2002 by and among Entercom
                     Radio, LLC and Entercom Capital, Inc., as co-issuers, the
                     Guarantors named therein and HSBC Bank USA, as trustee (7).
         4.03        First Supplemental Indenture dated as of March 5, 2002 by
                     and among Entercom Radio, LLC and Entercom Capital, Inc.,
                     as co-issuers, the Guarantors named therein and HSBC Bank
                     USA, as trustee (7).
        10.01        Registration Rights Agreement, dated as of May 21, 1996,
                     between the Registrant and Chase Equity Associates, L.P.
                     (1)
        10.02        Employment Agreement, dated June 25, 1993, between the
                     Registrant and Joseph M. Field, as amended (1)
        10.03        Employment Agreement, dated December 17, 1998, between the
                     Registrant and David J. Field, as amended (1)
        10.04        Employment Agreement, dated December 17, 1998, between the
                     Registrant and John C. Donlevie, as amended (1)
        10.05        Employment Agreement, dated November 13, 1998, between the
                     Registrant and Stephen F. Fisher (1)
        10.06        Entercom 1998 Equity Compensation Plan (1)
        10.07        Asset Purchase Agreement, dated as of May 11, 2000, among
                     the Registrant, Entercom Kansas City, LLC, Entercom Kansas
                     City License, LLC, and Susquehanna Radio Corp. (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). (6)
        10.08        Credit Agreement, dated as of December 16, 1999, among
                     Entercom Radio, LLC, as the Borrower, the Registrant, as a
                     Guarantor, Banc of America Securities LLC, as Sole Lead
                     Arranger and Book Manager, Key Corporate Capital, Inc., as
                     Administrative Agent, and Co-Documentation Agent, Bank of
                     America, N.A., as Syndication Agent, and Co-Documentation
                     Agent and the Financial Institutions listed therein. (4)
        10.09        First Amendment dated May 31, 2001 to the Credit Agreement
                     dated December 16, 1999 between Entercom Radio, LLC, the
                     borrower, Entercom Communications Corp., the parent, Key
                     Corporate Capital, administrative agent, Bank of America,
                     syndication agent and the financial institutions listed on
                     the signature pages. (2)
        10.10        Second Amendment dated February 6, 2002 to the Credit
                     Agreement dated December 16, 1999 between Entercom Radio,
                     LLC, the borrower, Entercom Communications Corp., the
                     parent, Key Corporate Capital, administrative agent, Bank
                     of America, syndication agent and the financial
                     institutions listed on the signature pages. (5)

        (1)  Incorporated by reference to our Registration Statement on Form S-1
             (File No. 333-61381).
        (2)  Incorporated by reference to our Quarterly Report on Form 10-Q for
             the quarter ended June 30, 2001 (File No. 001-14461).
        (3)  Incorporated by reference to our Registration Statement on Form S-1
             (File No. 333-86843).
        (4)  Incorporated by reference to our Report on Form 8-K (File No.
             001-14461).
        (5)  Incorporated by reference to our Annual Report on Form 10-K for the
             year ended 2001 (File No. 001-14461) (5).
        (6)  Incorporated by reference to our Quarterly Report on Form 10-Q for
             the quarter ended March 31, 2000 (File No. 001-14461).
        (7)  Filed herewith.

    (b) Reports filed on Form 8-K

        None to report.

                                       27

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       ENTERCOM COMMUNICATIONS CORP.
                                       (Registrant)


Date: May 10, 2002                      /s/ David J. Field
                                       -------------------
                                       Name: David J. Field
                                       Title: President and Chief Executive
                                       Officer


Date: May 10, 2002                     /s/ Stephen F. Fisher
                                       ---------------------
                                       Name: Stephen F. Fisher
                                       Title: Executive Vice President and Chief
                                       Financial Officer (Principal Financial
                                       and Accounting Officer)

                                       28

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.02
<SEQUENCE>3
<FILENAME>dex302.txt
<DESCRIPTION>AMENDED AND RESTATED BYLAWS OF ENTERCOM
<TEXT>
<PAGE>

                                                                    EXHIBIT 3.02

                           AMENDED AND RESTATED BYLAWS
                                       OF
                          ENTERCOM COMMUNICATIONS CORP.

                                    ARTICLE I
                                  Name and Seal

         Section 1.01.  Name. The name of the Corporation is ENTERCOM
COMMUNICATIONS CORP.

         Section 1.02.  State of Incorporation. The Corporation is incorporated
under the laws of the Commonwealth of Pennsylvania.

         Section 1.03.  Seal. The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation, the year of its organization, the
words "Corporate Seal," and the name of the State of Incorporation. The seal may
be used by any person authorized by the Board of Directors of the Corporation or
by these Bylaws by causing the seal or a facsimile thereof to be impressed or
affixed, or in any manner reproduced.

                                   ARTICLE II
                             Offices and Fiscal Year

         Section 2.01.  Registered Office. The registered office of the
Corporation in the Commonwealth of Pennsylvania shall be at 401 City Avenue,
Suite 409, Bala Cynwyd, Pennsylvania 19004 until otherwise established by an
amendment of the articles of incorporation (the "articles") or by the Board of
Directors of the Corporation (the "Board of Directors" or the "Board") and a
record of such change is filed with the Pennsylvania Department of State in the
manner provided by law.

         Section 2.02.  Other Offices. The Corporation may also have offices at
such other places within or without the Commonwealth of Pennsylvania as the
Board of Directors may from time to time appoint or the business of the
Corporation may require.

         Section 2.03.  Fiscal Year. The fiscal year of the Corporation shall be
the calendar year beginning on the first day of January in each year.

                                   ARTICLE III
                       Notice--Waivers--Meetings Generally

         Section 3.01.  Manner of Giving Notice.

         (a)   General Rule. Whenever notice (in writing or otherwise) is
required to be given to any person under the provisions of the Business
Corporation Law or by the articles or these bylaws, it may be given to the
person either personally or by sending a copy thereof by first class or express
mail, postage prepaid, or courier service, charges prepaid, to the postal
address or by facsimile transmission to the facsimile or telephone number or by
e-mail or other electronic

                                      1

<PAGE>


communication at the e-mail or other electronic communications address, of the
person appearing on the books of the Corporation or, in the case of directors,
supplied by the director to the Corporation for the purpose of notice. If the
notice is sent by mail or courier service, it shall be deemed to have been given
to the person entitled thereto when deposited in the United States mail or
courier service for delivery to that person or, in the case of facsimile
transmission or e-mail or other electronic transmission, when sent. A notice of
meeting shall specify the geographic location, if any, day and hour of the
meeting and any other information required by any other provision of the
Business Corporation Law, the articles or these bylaws.

         (b)   Bulk Mail. If the Corporation has more than 30 shareholders,
notice of any regular or special meeting of the shareholders, or any other
notice required by the Business Corporation Law or by the articles or these
bylaws to be given to all shareholders or to all holders of a class or series of
shares, may be given by any class of postpaid mail if the notice is deposited in
the United States mail at least 20 days prior to the day named for the meeting
or any corporate or shareholder action specified in the notice.

         (c)   Adjourned Shareholder Meetings. When a meeting of shareholders is
adjourned by the Chairman of the meeting or a vote of the shareholders, it shall
not be necessary to give any notice of the adjourned meeting or of the business
to be transacted at an adjourned meeting, other than by announcement at the
meeting at which the adjournment is taken, unless the Board fixes a new record
date for the adjourned meeting in which event notice shall be given in
accordance with Section 3.03.

         Section 3.02.  Notice of Meetings of Board of Directors. Notice of a
regular meeting of the Board of Directors need not be given, provided that the
dates for such meetings are fixed by the Board of Directors or the Chairman for
an ensuing period of at least twelve months, and such dates are set forth in the
minutes of the meeting at which such dates were fixed, which minutes were
distributed to each director. Notice of every special meeting of the Board of
Directors shall be given to each director by telephone or in writing at least 24
hours (in the case of notice by telephone, facsimile transmission or e-mail or
other electronic transmission) or 48 hours (in the case of notice by courier
service or express mail) or five days (in the case of notice by first class
mail) before the time at which the meeting is to be held. Every such notice
shall state the time and geographic location of the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board need be specified in a notice of the meeting.

         Section 3.03.  Notice of Meetings of Shareholders.

         (a)   General Rule. Except as otherwise provided in Section 3.01(b),
notice of every meeting of the shareholders shall be given by, or at the
direction of, the Secretary or other authorized person or designated agent to
each shareholder of record entitled to vote at the meeting at least (i) ten (10)
days prior to the day named for a meeting (and, in case of a meeting called to
consider a merger, consolidation, share exchange or division, to each
shareholder of record not entitled to vote at the meeting) called to consider a
fundamental change under 15 Pa.C.S. Chapter 19 or (ii) five (5) days prior to
the day named for the meeting in any other case. If the Secretary neglects or
refuses to give notice of a meeting, the person or persons calling the meeting
may do so. In the case of a special meeting of shareholders, the notice shall
specify the general nature of the business to be transacted.

                                      2

<PAGE>

         (b)   Notice of Action by Shareholders on Bylaws. In the case of a
meeting of shareholders that has as one of its purposes action on the bylaws,
notice shall be given to each shareholder that the purpose, or one of the
purposes, of the meeting is to consider the adoption, amendment or repeal of the
bylaws. There shall be included in, or enclosed with, the notice a copy of the
proposed amendment or a summary of the changes to be effected thereby.

         (c)   Notice of Action by Shareholders on Fundamental Change. In the
case of a meeting of the shareholders that has as one of its purposes action
with respect to any fundamental change under 15 Pa.C.S. Chapter 19, each
shareholder shall be given, together with notice of the meeting, a copy or
summary of the amendment or plan to be considered at the meeting in compliance
with the provisions of Chapter 19.

         (d)   Notice of Action by Shareholders Giving Rise to Dissenters
Rights. In the case of a meeting of the shareholders that has as one of its
purposes action that would give rise to dissenters rights under the provisions
of 15 Pa.C.S. Subchapter 15D, each shareholder shall be given, together with
notice of the meeting:

               (1)      statement that the shareholders have a right to dissent
         and obtain payment of the fair value of their shares by complying with
         the provisions of Subchapter 15D (relating to dissenters rights); and

               (2)      copy of Subchapter 15D.

         Section 3.04.  Waiver of Notice.

         (a)   Written Waiver. Whenever any notice is required to be given under
the provisions of the Business Corporation Law, the articles or these bylaws, a
waiver thereof in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of the notice. Neither the business to be transacted
at, nor the purpose of, a meeting need be specified in the waiver of notice of
the meeting.

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

         Section 3.05.  Modification of Proposal Contained in Notice. Whenever
the language of a proposed resolution is included in a notice of a meeting
required to be given under the provisions of the Business Corporation Law or the
articles or these by laws, the meeting considering the resolution may without
further notice adopt it with such clarifying or other amendments as do not
materially enlarge its original purpose.

         Section 3.06.  Exception to Requirement of Notice.

         (a)   General Rule. Whenever any notice or communication is required to
be given to any person under the provisions of the Business Corporation Law or
by the articles or these bylaws or by the terms of any agreement or other
instrument or as a condition precedent to

                                      3

<PAGE>

taking any corporate action and communication with that person is then unlawful,
the giving of the notice or communication to that person shall not be required.

         (b)   Shareholders Without Forwarding Addresses. Notice or other
communications need not be sent to any shareholder with whom the Corporation has
been unable to communicate for more than 24 consecutive months because
communications to the shareholder are returned unclaimed or the shareholder has
otherwise failed to provide the Corporation with a current address. Whenever the
shareholder provides the Corporation with a current address, the Corporation
shall commence sending notices and other communications to the shareholder in
the same manner as to other shareholders.

         Section 3.07.  Use of Conference Telephone and Similar Equipment. Any
director may participate in any meeting of the Board of Directors, and the Board
of Directors may provide by resolution with respect to a specific meeting or
with respect to a class of meetings that one or more persons may participate in
a meeting of the shareholders of the Corporation, by means of conference
telephone or other electronic technology (including, without limitation, the
Internet) by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall
constitute presence of, or vote or action by, or consent or dissent of such
person at the meeting.

                                   ARTICLE IV
                                  Shareholders

         Section 4.01.  Place of Meeting. Meetings of the shareholders of the
Corporation may be held at such geographic locations, within or without the
Commonwealth of Pennsylvania, as shall be determined by the Board of Directors
from time to time. Meetings of the shareholders may also be held by means of the
Internet or other electronic communications technology, as may be from time to
time fixed or determined by the Board of Directors, and need not be held at a
particular geographic location so long as the meeting is held in a fashion
pursuant to which the shareholders have the opportunity to read or hear the
proceedings substantially concurrently with their occurrence, vote on matters
submitted to the shareholders and pose questions to the directors.

         Section 4.02.  Annual Meeting. The Board of Directors may fix and
designate the date and time of the annual meeting of the shareholders, but if no
such date and time is fixed and designated by the Board, the meeting for any
calendar year shall be called for and held on the third Tuesday in April in such
year, if not a legal holiday under the laws of Pennsylvania, and, if a legal
holiday, then on the next succeeding business day, not a Saturday, at 10 o'clock
A.M. and at said meeting the shareholders then entitled to vote shall elect
directors and shall transact such other business as may properly be brought
before the meeting. If the annual meeting shall not have been called and held
within six months after the designated time, any shareholder may call the
meeting at any time thereafter.

         Section 4.03.  Special Meetings. Special meetings of the shareholders
may only be called by the Chairman, or by any three members of the Board of
Directors, or by resolution of the Board of Directors, which may fix the date,
time, the geographic location of the meeting, if any, and/or the electronic
communication technology through which the shareholders may participate in the
meeting, if any; provided, however, that if there are two vacancies in the
offices

                                      4

<PAGE>

for the Class A Directors, then the holders of 50% of the Class A Common Stock
outstanding shall have the right to call a special meeting of shareholders for
the purpose of electing Class A Directors to fill such vacancies. If the Board
does not fix the date, time or place of the meeting, it shall be the duty of the
Secretary to do so. A date fixed by the Secretary shall not be more than 60 days
after the date of the adoption of the resolution of the Board calling the
special meeting.

         Section 4.04.  Quorum and Adjournment.

         (a)   General Rule. A meeting of shareholders of the Corporation duly
called shall not be organized for the transaction of business unless a quorum is
present. The presence of shareholders entitled to cast at least a majority of
the votes that all shareholders are entitled to cast on a particular matter to
be acted upon at the meeting shall constitute a quorum for the purposes of
consideration and action on the matter. Shares of the Corporation owned,
directly or indirectly, by the Corporation which are controlled, directly or
indirectly, by the Board of Directors shall not be counted in determining the
total number of outstanding shares for quorum purposes at any given time.

         (b)   Withdrawal of a Quorum. The shareholders present at a duly
organized meeting can continue to do business until conclusion of the meeting,
including any adjournment thereof, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         (c)   Adjournments Generally. Any regular or special meeting of the
shareholders, including one at which directors are to be elected and one which
cannot be organized because a quorum has not attended, may be adjourned for such
period and to such place (i) as the shareholders present and entitled to vote
shall direct, or (ii) if no shareholder vote is taken, as the Chairman of the
meeting shall direct.

         (d)   Electing Directors at Adjourned Meeting. Those shareholders
entitled to vote who attend a meeting called for the election of directors that
has been previously adjourned for lack of a quorum, although less than a quorum
as fixed in this section, shall nevertheless constitute a quorum for the purpose
of electing directors.

         (e)   Other Action in Absence of Quorum. Those shareholders entitled to
vote who attend a meeting of shareholders that has been previously adjourned for
one or more periods aggregating at least 15 days because of an absence of a
quorum, although less than a quorum as fixed in this section, shall nevertheless
constitute a quorum for the purpose of acting upon any matter set forth in the
notice of the meeting if such notice states that in the event a quorum is not
present an the date set forth in such notice and the meeting is adjourned to a
later date at least 15 days after the initial date then those shareholders who
attend the adjourned meeting shall nevertheless constitute a quorum for the
purpose of acting upon the matter.

         Section 4.05.  Action by Shareholders. Except as otherwise provided in
the Business Corporation Law or the articles or these bylaws, whenever any
corporate action is to be taken by vote of the shareholders of the Corporation,
it shall be authorized upon receiving the affirmative vote of a majority of the
votes cast by all shareholders entitled to vote thereon at a meeting duly called
and organized and, if any shareholders are entitled to vote thereon as a class,
upon receiving the affirmative vote of a majority of the votes cast by the
shareholders entitled to vote as a class.

                                      5

<PAGE>

         Section 4.06.  Organization. At every meeting of the shareholders, the
Chairman of the Board, if there be one, or, in the case of vacancy in office or
absence of the Chairman of the Board, one of the following persons present in
the order stated: the Vice Chairman of the Board, the CEO, the President, the
COO, the CFO, the Executive Vice President (if there are more than one Executive
Vice Presidents, in the order they were appointed in the most recent resolution
of the Board of Directors) or a person chosen by vote of the shareholders
present, shall act as Chairman of the meeting. The Secretary or, in the absence
of the Secretary, an assistant Secretary, or, in the absence of both the
Secretary and assistant secretaries, a person appointed by the Chairman of the
meeting, shall act as Secretary of the meeting. The Chairman of a meeting of the
shareholders shall determine the order of business and shall have the authority
to establish rules for the conduct of such meeting. All actions by the Chairman
of a meeting in adopting rules for and in conducting a meeting shall be fair to
the shareholders. The Chairman of a meeting shall announce at a meeting when the
polls close for each matter voted upon. If no announcement is made, the polls
shall be deemed to have closed upon the final adjournment of the meeting. After
the polls close, no ballots, proxies or votes, nor any revocations or changes
thereto may be accepted.

         Section 4.07.  Voting Rights of Shareholders. Except as otherwise
provided in the articles, every shareholder of the Corporation shall be entitled
to one vote for each full share having voting power standing in the name of the
shareholder on the books of the Corporation.

         Section 4.08.  Voting and Other Action by Proxy.

         (a)   General Rule.

               (1)      every shareholder entitled to vote at a meeting of
         shareholders may authorize another person to act for the shareholder by
         proxy.

               (2)      The vote at a meeting of shareholders by a proxy of a
         shareholder on an issue other than a procedural motion considered at
         such meeting shall constitute the presence of the shareholder for the
         entire meeting for purposes of determining whether a quorum is present
         for consideration of any other issue.

               (3)      Where two or more proxies of a shareholder are present,
         the Corporation shall, unless otherwise expressly provided in the
         proxy, accept as the vote of all shares represented thereby the vote
         cast by a majority of them and, if a majority of the proxies cannot
         agree whether the shares represented shall be voted or upon the manner
         of voting the shares, the voting of the shares shall be divided equally
         among those persons.

         (b)   Execution and Filing. Every proxy shall be executed or
authenticated by the shareholder or by the duly authorized attorney-in-fact of
the shareholder and filed with or transmitted to the Secretary of the
Corporation or its designated agent. A shareholder or such Shareholder's duly
authorized attorney-in-fact may execute or authenticate a writing or transmit a
telephonic or electronic message authorizing another person to act by proxy. An
e-mail, Internet communication or other means of telephonic or electronic
transmission from a shareholder or attorney-in-fact, or a photographic,
facsimile or similar reproduction of a writing executed by a shareholder or
attorney-in-fact:

                                      6

<PAGE>

               (1)      may be treated as properly executed or authenticated for
         purposes of this subsection; and

               (2)      shall be so treated if it sets forth or utilizes a
         confidential and unique identification number or other mark furnished
         by the Corporation to the shareholder for the purposes of a particular
         meeting or transaction.

         (c)   Revocation. A proxy, unless coupled with an interest, shall be
revocable at will, notwithstanding any other agreement or any provision in the
proxy to the contrary, but the revocation of a proxy shall not be effective
until written notice thereof has been given to the Secretary of the Corporation
or its designated agent in writing or by electronic transmission. An unrevoked
proxy shall not be valid after three years from the date of its execution,
authentication or transmission unless a longer time is expressly provided
therein. A proxy shall not be revoked by the death or incapacity of the maker
unless, before the vote is counted or the authority is exercised, written notice
of the death or incapacity is given to the Secretary of the Corporation.

         (d)   Expenses. The Corporation shall pay the reasonable expenses of
solicitation of votes, proxies or consents of shareholders by or on behalf of
the Board of Directors or its nominees for election to the Board, including
solicitation by professional proxy solicitors and otherwise.

         Section 4.09.  Voting by Fiduciaries and Pledgees. Shares of the
Corporation standing in the name of a trustee or other fiduciary and shares held
by an assignee for the benefit of creditors or by a receiver may be voted by the
trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged
shall be entitled to vote the shares until the shares have been transferred into
the name of the pledgee, or a nominee of the pledgee, but nothing in this
section shall affect the validity of a proxy given to a pledgee or nominee.

         Section 4.10.  Voting by Joint Holders of Shares.

         (a)   General Rule.  Where shares of the Corporation are held jointly
or as tenants in common by two or more persons, as fiduciaries or otherwise:

               (1)      if only one or more of such persons is present in person
         or by proxy, all of the shares standing in the names of such persons
         shall be deemed to be represented for the purpose of determining a
         quorum and the Corporation shall accept as the vote of all the shares
         the vote cast by a joint owner or a majority of them; and

               (2)      if the persons are equally divided upon whether the
         shares held by them shall be voted or upon the manner of voting the
         shares, the voting of the shares shall be divided equally among the
         persons without prejudice to the rights of the joint owners or the
         beneficial owners thereof among themselves.

         (b)   Exception. If there has been filed with the Secretary of the
Corporation a copy, certified by an attorney at law to be correct, of the
relevant portions of the agreement under which the shares are held or the
instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the shares, the
persons

                                      7

<PAGE>

specified as having such voting power in the document latest in date of
operative effect so filed, and only those persons, shall be entitled to vote the
shares but only in accordance therewith.

         Section 4.11.  Voting by Corporate Shareholders. Any corporation that
is a shareholder of this Corporation may vote at meetings of shareholders of
this Corporation by any of its officers or agents, or by proxy appointed by any
officer or agent, unless some other person, by resolution of the board of
directors of the other corporation or a provision of its articles or bylaws, a
copy of which resolution or provision certified to be correct by one of its
officers has been filed with the Secretary of this Corporation, is appointed its
general or special proxy in which case that person shall be entitled to vote the
shares.

         Section 4.12.  Determination of Shareholders of Record.

         (a)   Fixing Record Date. The Board of Directors may fix a time prior
to the date of any meeting of shareholders as a record date for the
determination of the shareholders entitled to notice of, or to vote at, the
meeting, which time, except in the case of an adjourned meeting, shall be not
more than 90 days prior to the date of the meeting of shareholders. Only
shareholders of record on the date fixed shall be so entitled notwithstanding
any transfer of shares on the books of the Corporation after any record date
fixed as provided in this subsection. The Board of Directors may similarly fix a
record date for the determination of shareholders of record for any other
purpose. When a determination of shareholders of record has been made as
provided in this section for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the Board fixes a new record date for
the adjourned meeting.

         (b)   Determination When a Record Date is Not Fixed. If a record date
is not fixed:

               (1)      The record date for determining shareholders entitled to
         notice of or to vote at a meeting of shareholders shall be at the close
         of business on the day that is ten days prior to the day on which
         notice is given.

               (2)      The record date for determining shareholders for any
         other purpose shall be at the close of business on the day on which the
         Board of Directors adopts the resolution relating thereto.

         (c)   Certification by Nominee. The Board of Directors may adopt a
procedure whereby a shareholder of the Corporation may certify in writing to the
Corporation that all or a portion of the shares registered in the name of the
shareholder are held for the account of a specified person or persons. Upon
receipt by the Corporation of a certification complying with the procedure, the
persons specified in the certification shall be deemed, for the purposes set
forth in the certification, to be the holders of record of the number of shares
specified in place of the shareholder making the certification.

         Section 4.13.  Voting Lists.

         (a)   General Rule. The officer or agent having charge of the transfer
books for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at any

                                      8

<PAGE>

meeting of shareholders, arranged in alphabetical order, with the address of and
the number of shares held by each. The list shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof except
that, if the Corporation has 1,000 or more shareholders, in lieu of the making
of the list the Corporation may make the information therein available at the
meeting by any other means.

         (b)   Effect of List. Failure to comply with the requirements of this
section shall not affect the validity of any action taken at a meeting prior to
a demand at the meeting by any shareholder entitled to vote thereat to examine
the list. The original share register or transfer book, or a duplicate thereof
kept in the Commonwealth of Pennsylvania, shall be prima facie evidence as to
who are the shareholders entitled to examine the list or share register or
transfer book or to vote at any meeting of shareholders.

         Section 4.14.  Judges of Election.

         (a)   Appointment. In advance of any meeting of shareholders of the
Corporation, the Board of Directors may appoint judges of election, who need not
be shareholders, to act at the meeting or any adjournment thereof. If judges of
election are not so appointed, the presiding officer of the meeting may, and on
the request of any shareholder shall, appoint judges of election at the meeting.
The number of judges shall be one or three. A person who is a candidate for an
office to be filled at the meeting shall not act as a judge.

         (b)   Vacancies. In case any person appointed as a judge fails to
appear or fails or refuses to act, the vacancy may be filled by appointment made
by the Board of Directors in advance of the convening of the meeting or at the
meeting by the presiding officer thereof.

         (c)   Duties. The judges of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, and the authenticity, validity and effect of
proxies, receive votes or ballots, hear and determine all challenges and
questions in any way arising in connection with nominations by shareholders or
the right to vote, count and tabulate all votes, determine the result and do
such acts as may be proper to conduct the election or vote with fairness to all
shareholders. The judges of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three judges of election, the decision, act or certificate of a
majority shall be effective in all respects as the decision, act or certificate
of all.

         (d)   Report. On request of the presiding officer of the meeting or of
any shareholder, the judges shall make a report in writing of any challenge or
question or matter determined by them, and execute a certificate of any fact
found by them. Any report or certificate made by them shall be prima facie
evidence of the facts stated therein.

         Section 4.15.  Minors as Security Holders. The Corporation may treat a
minor who holds shares or obligations of the Corporation as having capacity to
receive and to empower others to receive dividends, interest, principal and
other payments or distributions, to vote or express consent or dissent and to
make elections and exercise rights relating to such shares or obligations
unless, in the case of payments or distributions on shares, the corporate
officer responsible for maintaining the list of shareholders or the transfer
agent of the Corporation or, in

                                      9

<PAGE>

the case of payments or distributions on obligations, the Treasurer or paying
officer or agent has received written notice that the holder is a minor.

         Section 4.16.  Advance Notice of Nomination of Directors.

         (a)   Nominations for election of directors may be made by any
shareholder entitled to vote for the election of directors only if written
notice (the "Nomination Notice") of such shareholder's intent to nominate a
director at the meeting is given by the shareholder and received by the
Secretary of the Corporation in the manner and within the time specified herein.
The Nomination Notice shall be delivered to the Secretary of the Corporation not
less than (i) for an election of directors to be held at an annual meeting of
shareholders, sixty (60) days prior to the anniversary date of the immediately
preceding annual meeting of shareholders, and (ii) for an election of to be held
at a special meeting of shareholders, not later than the close of business on
the seventh (7th) day following the day on which notice of the meeting was first
mailed to shareholders or public disclosure of the special meeting is made. In
lieu of delivery to the Secretary of the Corporation, the Nomination Notice may
be mailed to the Secretary of the Corporation by certified mail, return receipt
requested, but shall be deemed to have been given only upon actual receipt by
the Secretary of the Corporation.

         (b)   The Nomination Notice shall be in writing and shall contain or be
accompanied by;

               (1)      the name and residence of such shareholder;

               (2)      a representation that the shareholder is a holder of the
         Corporation's voting stock and intends to appear in person or by proxy
         at the meeting to nominate the person or persons specified in the
         Nomination Notice;

               (3)      such information regarding each nominee as would have
         been required to be included in a proxy statement filed pursuant to
         Regulation 14A of the rules and regulations established by the
         Securities and Exchange Commission under the Securities Exchange Act
         of 1934 (or pursuant to any successor act or regulation) had proxies
         been solicited with respect to such nominee by the management or Board
         of Directors of the Corporation;

               (4)      a description of all arrangements or understandings
         among the shareholder and each nominee and any other person or persons
         (naming such person or persons) pursuant to which such nomination or
         nominations are to be made by the shareholder; and

               (5)      the consent of each nominee to serve as a director of
         the Corporation if so elected.

         (c)   The Chairman of the meeting may, in good faith,
determine and declare to the meeting that any nomination made at the
meeting was not made in accordance with the foregoing procedures and,
in such event, the nomination shall be disregarded.

         Section 4.17.  Advance Notice of Shareholders' Proposals.

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<PAGE>

         (a)   A proposal to be considered at the Corporation's annual meeting
("Proposal") may be made by any shareholder only if written notice (the
"Proposal Notice") of such shareholder's intent to include a proposal at the
meeting is given by the shareholder and received by the Secretary of the
Corporation in the manner and within the time specified herein. The Proposal
Notice shall be delivered to the Secretary of the Corporation by the earlier of
(i) sixty (60) days prior to the anniversary date of the immediately preceding
annual meeting of shareholders or (ii) one hundred twenty (120) days prior to
the anniversary date of the mailing of the Corporation's proxy statement for the
immediately preceding annual meeting of shareholders. In lieu of delivery to the
Secretary of the Corporation, the Proposal Notice may be mailed to the Secretary
of the Corporation by certified mail, return receipt requested, but shall be
deemed to have been given only upon actual receipt by the Secretary of the
Corporation.

         (b)   The Proposal Notice shall be in writing and shall contain or be
accompanied by;

               (1)      the name and residence of such shareholder;

               (2)      the Proposal; and

               (3)      a representation that the shareholder is a holder of the
         Corporation's voting stock and intends to appear in person or by proxy
         at the meeting to vote in favor of the Proposal specified in the
         Proposal Notice.

         (c)   The Chairman of the meeting may, in good faith, determine and
declare to the meeting that any Proposal made at the meeting was not made in
accordance with the foregoing procedures and, in such event, the Proposal shall
be disregarded.

                                   ARTICLE V
                               Board of Directors

         Section 5.01.  Powers; Personal Liability.

         (a)   General Rule.  Unless otherwise provided by statute, all powers
vested by law in the Corporation shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors.

         (b)   Personal Liability of Directors.

               (1)      A director shall not be personally liable to the
         Corporation or any of its shareholders, as such, for monetary damages
         (including, without limitation, any judgment, amount paid in
         settlement, penalty, punitive damages or expense of any nature
         (including, without limitation, attorneys' fees and disbursements))
         for any action taken, or any failure to take any action, unless:

                        (i)   the director has breached or failed to perform the
               duties of his or her office under Subchapter 17B of the Business
               Corporation Law or any successor provision; and

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<PAGE>

                        (ii)  the breach or failure to perform constitutes self-
               dealing, willful misconduct or recklessness.

               (2)      The provisions of paragraph (1) shall not apply to the
         responsibility or liability of a director pursuant to any criminal
         statute, or the liability of a director for the payment of taxes
         pursuant to local, State or Federal law.

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

         Section 5.02.  Qualifications and Selection of Directors.

         (a)   Qualifications.  Each director of the Corporation shall be a
natural person of full age who need not be a resident of the Commonwealth of
Pennsylvania or a shareholder of the Corporation.

         (b)   Election of Directors. In elections for directors, voting need
not be by ballot, unless required by vote of the shareholders before the voting
for the election of directors begins. The candidates receiving the highest
number of votes from each class or group of classes, if any, entitled to elect
directors separately up to the number of directors to be elected by the class or
group of classes shall be elected. If at any meeting of shareholders, directors
of more than one class are to be elected, each class of directors shall be
elected in a separate election.

         Section 5.03.  Number and Term of Office.

         (a)   Number. The Board of Directors shall consist of not less than
seven (7) Directors nor more than fifteen (l5) directors, including such number
of directors as may be elected from time to time by the holders of any class or
series of Preferred Stock entitled to elect directors ("Preferred Stock
Directors") and the Class A Directors (as hereinafter defined), such number to
be determined from time to time by resolution of the Board of Directors. The
Board of Directors shall include two directors elected by the holders of the
Class A Common Stock by class vote pursuant to the articles (the "Class A
Directors").

         (b)   Term of Office. Each director, other than Class A Directors,
shall be elected at the annual meeting of shareholders, except as provided in
Section 5.04, and each director shall hold office for such term as shall be
established by the Board of Directors provided that no term shall exceed a
period of more than three years and until a successor has been

                                      12

<PAGE>

selected and qualified or until his or her earlier death, resignation or
removal. A decrease in the number of directors shall not have the effect of
shortening the term of any incumbent director.

         (c)   Resignation. Any director may resign at any time upon written
notice to the Corporation. The resignation shall be effective upon receipt
thereof by the Corporation or at such subsequent time as shall be specified in
the notice of resignation.

         (d)   Class A Directors. The Class A Directors will be elected at each
annual meeting of shareholders commencing with the annual meeting of
shareholders to be held in 1999.

         Section 5.04.  Vacancies.

         (a)   General Rule. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors, may be filled
by a majority vote of the remaining members of the Board though less than a
quorum, or by a sole remaining director, and each person so selected shall be a
director to serve until the next selection of the class for which such director
has been chosen, and until a successor has been selected and qualified or until
his or her earlier death, resignation or removal; provided, however that a
vacancy in a Class A Director may only be filled by the sole remaining Class A
Director, and if both Class A Directors are vacant, then only the holders of the
Class A Common Stock may fill such vacancies.

         (b)   Action by Resigned Directors. When one or more directors resign
from the Board effective at a future date, the directors then in office,
including those who have so resigned, shall have power by the applicable vote to
fill the vacancies, the vote thereon to take effect when the resignations become
effective.

         Section 5.05.  Removal of Directors.

         (a)   Removal by the Shareholders. The entire Board of Directors, or
any class of the Board, or any individual director may be removed from office
only for cause by vote of a majority of the shareholders entitled to vote
thereon. In case the Board, or a class of the Board or any one or more directors
are so removed, new directors may be elected at the same meeting. The repeal of
a provision of the articles or bylaws prohibiting, or the addition of a
provision to the articles or bylaws permitting, the removal by the shareholders
of the Board, a class of the Board or any individual director without assigning
any cause shall not apply to any incumbent director during the balance of the
term for which the director was selected.

         (b)   Removal by the Board. The Board of Directors may declare vacant
the office of a director who has been judicially declared of unsound mind or who
has been convicted of an offense punishable by imprisonment for a term of more
than one year or if, within 60 days after notice of his or her selection, the
director does not accept the office either in writing or by attending a meeting
of the Board of Directors.

         Section 5.06.  Place of Meetings. Meetings of the Board of Directors
may be held at such place within or without the Commonwealth of Pennsylvania as
the Board of Directors may from time to time appoint or as may be designated in
the notice of the meeting.

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<PAGE>

         Section 5.07.  Organization of Meetings. At every meeting of the Board
of Directors, the Chairman of the Board, if there be one, or, in the case of a
vacancy in the office or absence of the Chairman of the Board, one of the
following officers present in the order stated: the Vice Chairman of the Board,
the CEO, the President, the COO, the CFO, the Executive Vice President (if there
are more than one Executive Vice Presidents, in the order they were appointed in
the most recent resolution of the Board of Directors), or a person chosen by a
majority of the directors present, shall act as Chairman of the meeting. The
Secretary or, in the absence of the Secretary, an assistant Secretary, or, in
the absence of the Secretary and the assistant secretaries, any person appointed
by the Chairman of the meeting, shall act as Secretary of the meeting.

         Section 5.08.  Regular Meetings.  Regular meetings of the Board of
Directors shall be held at such time and place as shall be designated from time
to time by resolution of the Board of Directors, or as called by the Chairman.

         Section 5.09.  Special Meetings.  Special meetings of the Board of
Directors shall be held whenever called by the Chairman or by two or more of the
directors.

         Section 5.10.  Quorum of and Action by Directors.

         (a)   General Rule. A majority of the directors in office of the
Corporation shall be necessary to constitute a quorum for the transaction of
business and the acts of a majority of the directors present and voting at a
meeting at which a quorum is present shall be the acts of the Board of
Directors.

         (b)   Action by Written Consent or Ratification. Any action required or
permitted to be taken at a meeting of the directors may be taken without a
meeting if, prior or subsequent to the action, a consent or consents thereto by
all of the directors in office is filed with the Secretary of the Corporation or
the action is ratified by the directors at the next regular or special meeting
thereof.

         Section 5.11.  Executive and Other Committees.

         (a)   Establishment and Powers. The Board of Directors may, by
resolution adopted by a majority of the directors in office, establish one or
more committees to consist of one or more directors of the Corporation. Any
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all of the powers and authority of the Board of
Directors except that a committee shall not have any power or authority as to
the following:

               (1)      The submission to shareholders of any action requiring
         approval of shareholders under the Business Corporation Law.

               (2)      The creation or filling of vacancies in the Board of
         Directors.

               (3)      The adoption, amendment or repeal of these bylaws.

               (4)      The amendment or repeal of any resolution of the Board.

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<PAGE>

               (5)      Action on matters committed by a resolution of the Board
         of Directors to another committee of the Board.

         (b)   Alternate Committee Members. The Board may designate one or more
directors as alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee or for the purposes of any
written action by the committee. In the absence or disqualification of a member
and alternate member or members of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another director to act at the
meeting in the place of the absent or disqualified member.

         (c)   Term.  Each committee of the Board shall serve at the pleasure of
the Board.

         (d)   Committee Procedures. Any provision of these bylaws relating to
the organization or procedures of or the manner of taking action by the Board of
Directors, shall be construed to apply and refer to the organization and
procedures of any executive or other committee of the Board.

         Section 5.12.  Compensation.  The Board of Directors shall have the
authority to fix the compensation of directors for their services as directors
and a director may be a salaried officer of the Corporation.

         Section 5.13.  The authority, powers and functions of the Board of
Directors of the Corporation may not be varied, and a committee of the Board may
not be established, by a bylaw adopted by the shareholders, unless the bylaw has
been adopted with the approval of the Board of Directors.

                                   ARTICLE VI
                                    Officers

         Section 6.01.  Officers Generally.

         (a)   Number, Qualifications and Designation. The officers of the
Corporation shall be a Chairman (who shall also be a director), a Chief
Executive Officer ("CEO"), a President, one or more Executive Vice Presidents, a
Chief Financial Officer ("CFO"), one or more Vice Presidents, a Secretary, a
Treasurer, and such other officers as may be elected in accordance with the
provisions of Section 6.03. Officers, other than the Chairman may but need not
be directors or shareholders of the Corporation. All of the officers shall be
natural persons of full age, except that the Treasurer may be a Corporation. The
Board of Directors may elect from among the members of the Board a Vice Chairman
of the Board who may but need not be an officer of the Corporation. Any number
of offices may be held by the same person.

         (b)   Bonding.  The Corporation may secure the fidelity of any or all
of its officers by bond or otherwise.

         (c)   Standard of Care. In lieu of the standards of conduct otherwise
provided by law, officers of the Corporation shall be subject to the same
standards of conduct, including

                                      15

<PAGE>

standards of care and loyalty and rights of justifiable reliance, as shall at
the time be applicable to directors of the Corporation. An officer of the
Corporation shall not be personally liable, as such, to the Corporation or its
shareholders for monetary damages (including, without limitation, any judgment,
amount paid in settlement, penalty, punitive damages or expense of any nature
(including, without limitation, attorneys` fees and disbursements)) for any
action taken, or any failure to take any action, unless the officer has breached
or failed to perform the duties of his or her office under the articles, these
bylaws, or the applicable provisions of law and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. The provisions of
this subsection shall not apply to the responsibility or liability of an officer
pursuant to any criminal statute or for the payment of taxes pursuant to local,
state or federal law.

         Section 6.02.  Election, Term of Office and Resignations.

         (a)   Election and Term of Office. The officers of the Corporation,
except those appointed by delegated authority pursuant to Section 6.03, shall be
elected annually by the Board of Directors, and each such officer shall hold
office such term as may be provided by the Board and until a successor has been
elected and qualified or until his or her earlier death, resignation or removal.

         (b)   Resignations. Any officer may resign at any time upon written
notice to the Corporation. The resignation shall be effective upon receipt
thereof by the Corporation or at such subsequent time as may be specified in the
notice of resignation.

         Section 6.03. Subordinate Officers, Committees and Agents. The Board
of Directors may from time to time appoint such other officers and such
committees, employees or other agents as the business of the Corporation may
require, including one or more assistant secretaries, and one or more assistant
Treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws, or as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any officer or committee the power to appoint subordinate officers and to
retain or appoint employees or other agents, or committees thereof, and to
prescribe the authority and duties of such subordinate officers, committees,
employees or other agents.

         Section 6.04. Removal of Officers and Agents. Any officer or agent of
the Corporation may be removed by the Board of Directors or by the Chairman or
the CEO with or without cause. The removal shall be without prejudice to the
contract rights, if any, of any person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights.

         Section 6.05. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, may be filled by the
Board of Directors or by the Chairman, the CEO or by the officer or committee to
which the power to fill such office has been delegated pursuant to Section 6.03,
as the case may be, and if the office is one for which these bylaws prescribe a
term, shall be filled for the unexpired portion of the term.

         Section 6.06. Authority. All officers of the Corporation, as between
themselves and the Corporation, shall have such authority and perform such
duties in the management of the Corporation as may be provided by or pursuant to
resolutions or orders of the Board of Directors

                                      16

<PAGE>

or, in the absence of controlling provisions in the resolutions or orders of the
Board of Directors, as may be determined by or pursuant to these bylaws or in
the absence of any such controlling authority then as provided by the Chairman
or the CEO.

         Section 6.07. The Chairman. The Chairman of the Board or in the absence
of the Chairman, the Vice Chairman of the Board, shall preside at all meetings
of the shareholders and of the Board of Directors. In addition, the Chairman
shall exercise general supervisory authority over the affairs of the
Corporation, shall supervise the activities of the CEO, the President and any
other officers of the Corporation, shall present to the annual meeting of the
shareholders a report of the business of the Corporation for the preceding
fiscal year, and shall perform such other duties as may from time to time be
requested by the Board of Directors.

         Section 6.08. CEO. The CEO shall be the chief executive officer of the
Corporation. The CEO shall have general supervision over the business, finances,
operations and welfare of the Corporation, subject however, to the control of
the Chairman and the Board of Directors. The CEO shall sign, execute, and
acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts
or other instruments, authorized by the Board of Directors, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors, or by these bylaws or by the Chairman, to some other officer
or agent of the Corporation; and, in general, shall have all powers and perform
all duties incident to the position of a chief executive officer and such other
powers and duties as from time to time may be assigned by the Board of
Directors. The CEO shall from time to time make such reports of the affairs of
the Corporation as the Chairman or the Board may require.

         Section 6.09.  The President.  The President shall perform the duties
of the CEO in the absence of the CEO and such other duties as may from time to
time be assigned to the President by the Chairman or the CEO.

         Section 6.10.  The Vice Presidents.  The Vice Presidents shall perform
such duties as may from time to time be assigned to them by the Board of
Directors, the Chairman, the CEO or the President.

         Section 6.11. The Secretary. The Secretary or an assistant Secretary
shall attend all meetings of the shareholders and of the Board of Directors and
all committees thereof and shall record all the votes of the shareholders and of
the directors and the minutes of the meetings of the shareholders and of the
Board of Directors and of committees of the Board in a book or books to be kept
for that purpose; shall see that notices are given and records and reports
properly kept and filed by the Corporation as required by law; shall be the
custodian of the seal of the Corporation and see that it is affixed to all
documents to be executed on behalf of the Corporation under its seal; and, in
general, shall perform all duties incident to the office of Secretary, and such
other duties as may from time to time be assigned by the Board of Directors, the
Chairman or the CEO.

         Section 6.12. The COO. The COO shall be the chief operating officer and
shall have general management and supervision of the operations of the
Corporation under the direction and supervision of the Chairman and the CEO;
and, in general, shall discharge such other duties as may from time to time be
assigned by the Board of Directors, the Chairman or the CEO.

                                      17

<PAGE>

         Section 6.13.  The CFO. The CFO shall be the chief financial officer
and shall have general management and supervision of the fiscal affairs of the
Corporation under the direction and supervision of the CEO. The CFO shall see
that a full and accurate accounting of all financial transactions is made; shall
oversee the investment and reinvestment of the capital funds of the Corporation;
shall oversee the preparation of any financial reports of the Corporation; shall
cooperate in the conduct of the annual audit of the Corporation's financial
records by the Corporation's certified public accountants; and, in general,
shall discharge such other duties as may from time to time be assigned by the
Board of Directors, the Chairman or the CEO.

         Section 6.14.  The Treasurer. The Treasurer shall perform the duties of
the CFO in the absence of the CFO and shall have or provide for the custody of
the funds or other property of the Corporation; shall collect and receive or
provide for the collection and receipt of moneys earned by or in any manner due
to or received by the Corporation; shall deposit all funds in his or her custody
as Treasurer in such banks or other places of deposit as the Board of Directors
may from time to time designate; shall, whenever so required by the Board of
Directors, render as account showing all transactions as Treasurer, and the
financial condition of the Corporation; and, in general, shall discharge such
other duties as may from time to time be assigned by the Board of Directors, the
Chairman, the CEO, or the CFO.

         Section 6.15.  Salaries. The salaries of the officers elected by the
Board of Directors shall be fixed from time to time by the Board of Directors or
by such committee or officer as may be designated by resolution of the Board, or
in the absence of such designation by the CEO. The salaries or other
compensation of any other officers, employees and other agents shall be fixed
from time to time by the Board, or by the officer or committee to which the
power to appoint such officers or to retain or appoint such employees or other
agents has been delegated pursuant to Section 6.03, or in the absence of such
designation by the CEO or other officer designated by the CEO. No officer shall
be prevented from receiving such salary or other compensation by reason of the
fact that the officer is also a director of the Corporation.

                                  ARTICLE VII
                      Certificates of Stock, Transfer, Etc.

         Section 7.01.  Share Certificates.

         (a)   Form of Certificates. Certificates for shares of the Corporation
shall be in such form as approved by the Board of Directors, and shall state
that the Corporation is incorporated under the laws of the Commonwealth of
Pennsylvania, the name of the person to whom issued, and the number and class of
shares and the designation of the series (if any) that the certificate
represents. If the Corporation is authorized to issue shares of more than one
class or series, certificates for shares of the Corporation shall set forth upon
the face or back of the certificate (or shall state on the face or back of the
certificate that the Corporation will furnish to any shareholder upon request
and without charge), a full or summary statement of the designations, voting
rights, preferences, limitations and special rights of the shares of each class
or series authorized to be issued so far as they have been fixed and determined
and the authority of the Board of Directors to fix and determine the
designations, voting rights, preferences, limitations and special rights of the
classes and series of shares of the Corporation.

                                      18

<PAGE>

         (b)   Share Register.  The share register or transfer books and blank
share certificates shall be kept by the Secretary or by any transfer agent or
registrar designated by the Board of Directors for that purpose.

         Section 7.02.  Issuance. The share certificates of the Corporation
shall be numbered and registered in the share register or transfer books of the
Corporation as they are issued. They shall be executed in such manner as the
Board of Directors shall determine. In case any officer, transfer agent or
registrar who has signed or authenticated, or whose facsimile signature or
authentication has been placed upon, any share certificate shall have ceased to
be such officer, transfer agent or registrar because of death, resignation or
otherwise, before the certificate is issued, the certificate may be issued with
the same effect as if the officer, transfer agent or registrar had not ceased to
be such at the date of its issue. The provisions of this Section 7.02 shall be
subject to any inconsistent or contrary agreement in effect at the time between
the Corporation and any transfer agent or registrar.

         Section 7.03.  Transfer. Transfers of shares shall be made on the share
register or transfer books of the Corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney
lawfully constituted in writing. No transfer shall be made inconsistent with
the provisions of the Uniform Commercial Code, 13 Pa.C.S.[sec][sec].8101 et
seq., and its amendments and supplements.

         Section 7.04.  Record Holder of Shares. The Corporation shall be
entitled to treat the person in whose name any share or shares of the
Corporation stand on the books of the Corporation as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share or shares on the part of any other person except that the
Corporation may in its discretion recognize certain beneficial owners or
shareholders in accordance with the procedures set forth in Section 4.12(c).

         Section 7.05.  Lost, Destroyed or Mutilated Certificates. The holder of
any shares of the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of the certificate therefor, and the Board of
Directors may, in its discretion, cause a new certificate or certificates to be
issued to such holder, in case of mutilation of the certificate, upon the
surrender of the mutilated certificate or, in case of loss or destruction of the
certificate, upon satisfactory proof of such loss or destruction and, if the
Board of Directors shall so determine, the deposit of a bond in such form and in
such sum, and with such surety or sureties, as it may direct.

         Section 7.06.  Agreements Restricting Transfer of Shares. The Board of
Directors may authorize the Corporation to become party to agreements with
shareholders and others relating to transfer, repurchase and issuance of shares
of stock of the Corporation; provided, however, that such agreements must be
filed with the Corporation and all share certificates affected thereby shall
have clearly imprinted thereon a legend containing such agreement or referring
thereto.

                                  ARTICLE VIII
                   Indemnification of Directors, Officers and
                        Other Authorized Representatives

                                      19

<PAGE>

         Section 8.01.  Scope of Indemnification.

         (a)   General Rule. The Corporation shall indemnify an indemnified
representative against any liability incurred in connection with any proceeding
in which the indemnified representative may be involved as a parry or otherwise
by reason of the fact that such person is or was serving in an indemnified
capacity, including, without limitation, liabilities resulting from any actual
or alleged breach or neglect of duty, error, misstatement or misleading
statement, negligence, gross negligence or act giving rise to strict or products
liability, except:

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

               (2)      where the conduct of the indemnified representative has
         been finally determined pursuant to Section 8.06 or otherwise:

                        (i)   to constitute willful misconduct or recklessness
               within the meaning of 15 Pa.C.S.[sec].1746(b) or any superseding
               provision of law sufficient in the circumstances to bar
               indemnification against liabilities arising from the conduct; or

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

               (3)      to the extent such indemnification has been finally
         determined in a final adjudication pursuant to Section 8.06 to be
         otherwise unlawful.

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

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

         (d)   Definitions.  For purposes of this Article:

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

               (2)      "indemnified representative" means any and all directors
         and officers of the Corporation and any other person designated as an
         indemnified representative by the Board of Directors of the Corporation
         (which may, but need

                                      20

<PAGE>

         not, include any person serving at the request of the Corporation, as a
         director, officer, employee, agent, fiduciary or trustee of another
         Corporation, partnership, joint venture, trust, employee benefit plan
         or other entity or enterprise);

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

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

         Section 8.02.  Proceedings Initiated by Indemnified Representatives.
Notwithstanding any other provision of this Article, the Corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include counter
claims or affirmative defenses) or participated in as an intervenor or amicus
curiae by the person seeking indemnification unless such initiation of or
participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
This section does not apply to reimbursement of expenses incurred in
successfully prosecuting or defending an arbitration under Section 8.06 or
otherwise successfully prosecuting or defending the rights of an indemnified
representative granted by or pursuant to this Article.

         Section 8.03.  Advancing Expenses. The Corporation shall pay the
expenses (including attorneys' fees and disbursements) incurred in good faith by
an indemnified representative in advance of the final disposition of a
proceeding described in Section 8.01 or the initiation of or participation in a
proceeding which has been authorized by a majority of the directors in office
pursuant to Section 8.02 upon receipt of an undertaking by or on behalf of the
indemnified representative to repay the amount if it is ultimately determined
pursuant to Section 8.06 that such person is not entitled to be indemnified by
the Corporation pursuant to this Article. The financial ability of an
indemnified representative to repay an advance shall not be a prerequisite to
the making of such advance.

         Section 8.04.  Securing of Indemnification Obligations. To further
effect, satisfy or secure the indemnification obligations provided herein or
otherwise, the Corporation 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 Corporation, or use any
other mechanism or arrangement whatsoever in such amounts, at such costs, and
upon such other terms and conditions as the Board of Directors shall deem
appropriate. Absent fraud, the determination of the Board of Directors with
respect to such amounts, costs, terms and conditions shall be conclusive against
all security holders, officers and directors and shall not be subject to
voidability.

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<PAGE>

         Section 8.05.  Payment of Indemnification. An indemnified
representative who is entitled to indemnification under this Article VIII shall
be entitled to payment within 30 days after a written request for
indemnification has been delivered to the Secretary of the Corporation.

         Section 8.06.  Arbitration.

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

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

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

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

         (e)   Effect. Any award entered by the arbitrators shall be final,
binding and nonappealable and judgment may be entered thereon by any parry in
accordance with applicable law in any court of competent jurisdiction, except
that the Corporation shall be entitled to interpose as a defense in any such
judicial enforcement proceeding any prior final judicial determination adverse
to the indemnified representative under Section 8.01(a)(1) or Section
8.01(a)(2). This arbitration provision shall be specifically enforceable.

         Section 8.07.  Contribution. If the indemnification provided for in
this Article or otherwise is unavailable for any reason in respect of any
liability or portion thereof, the Corporation shall contribute to the
liabilities to which the indemnified representative may be subject in such
proportion as is appropriate to reflect the intent of this Article or otherwise.

                                      22

<PAGE>

        Section 8.08.  Mandatory Indemnification of Directors, Officers, etc. To
the extent that an authorized representative of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1741 or 1742 of the Business Corporation Law
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees and disbursements)
actually and reasonably incurred by such person in connection therewith.

         Section 8.09.  Contract Rights; Amendment or Repeal. All rights under
this Article shall be deemed a contract between the Corporation and the
indemnified representative pursuant to which the Corporation and each
indemnified representative intend to be legally bound. Any repeal, amendment or
modification hereof shall be prospective only and shall not affect any rights or
obligations then existing.

         Section 8.10.  Scope of Article. The rights granted by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification, contribution or advancement of expenses may be entitled under
any statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an indemnified capacity and as to action in any
other capacity. The indemnification, contribution and advancement of expenses
provided by or granted pursuant to this Article shall continue as to a person
who has ceased to be an indemnified representative in respect of matters arising
prior to such time, and shall inure to the benefit of the heirs, executors,
administrators and personal representatives of such a person.

         Section 8.11.  Reliance on Provisions. Each person who shall act as an
indemnified representative of the Corporation shall be deemed to be doing so in
reliance upon the rights of indemnification, contribution and advancement of
expenses provided by this Article.

         Section 8.12.  Interpretation.  The provisions of this Article are
intended to constitute bylaws authorized by 15 Pa.C.S.[sec].1746.

         Section 8.13.  Changes in Pennsylvania Law. References in this Article
VIII to Pennsylvania law or to any provision thereof shall be to such law
(including without limitation to the Directors' Liability Act) as it existed on
the date this Article VIII was adopted or as such law thereafter may be changed;
provided that (a) in the case of any change which expands the liability of
Directors (or expands the liability of officers) or limits the indemnification
rights or the rights to advancement of expenses which the Corporation may
provide, the rights to limited liability, to indemnification and to the
advancement of expenses provided in this Article shall continue as theretofore
to the extent permitted by law; and (b) if such change permits the Corporation
without the requirement of any further action by shareholders or Directors to
limit further the liability of Directors (or limit the liability of Officers) or
to provide broader indemnification rights or rights to the advancement of
expenses than the Corporation was permitted to provide prior to such change,
then liability thereupon shall be so limited and the rights to indemnification
and the advancement of expenses shall be so broadened to the extent permitted by
law.

                                  ARTICLE IX
                Dividends and Other Distributions to Shareholders

                                      23

<PAGE>

         Section 9.01.  Dividends. Subject to applicable law of the Commonwealth
of Pennsylvania, and in accordance with the provisions thereof at the pertinent
applicable time, the Board of Directors of the Corporation may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash or property other than its own shares, except when the Corporation is
insolvent, or when the payment thereof would render the Corporation insolvent,
or when the declaration or payment thereof would be contrary to any restriction
contained in the articles, but:

               (1)      Dividends may be declared and paid in cash or property
         only out of unreserved and unrestricted earned surplus of the
         Corporation, except as otherwise provided by statute; and

               (2)      No dividends shall be paid which would reduce the
         remaining net assets of the Corporation below the aggregate
         preferential amount payable in the event of voluntary liquidation to
         the holders of shares having preferential rights to the assets of the
         Corporation in the event of liquidation. The Board of Directors may
         also, from time to time, distribute to the holders of the
         Corporation's outstanding shares having a cumulative preferential
         right to receive dividends in discharge of their cumulative dividend
         rights, dividends payable in cash out of the unrestricted capital
         surplus of the Corporation, if at the time the Corporation has no
         earned surplus and is not insolvent and would not thereby be rendered
         insolvent. Each such distribution, when made, shall be identified as
         a payment of cumulative dividends out of capital surplus.

         Section 9.02.  Distributions of Shares of the Corporation. The Board of
Directors of the Corporation may, from time to time, distribute pro rata to
holders of any class or classes of its issued shares, treasury shares and
authorized but unissued shares, but

               (1)      If distribution is made, in the Corporation's authorized
         but unissued shares having a par value, there shall be transferred to
         stated capital at the time of such distribution an amount of surplus
         at least equal to the aggregate par value of the shares so issued;

               (2)      If a distribution is made in the Corporation's
         authorized but unissued shares without par value, the Board of
         Directors may fix a stated value for the shares so issued, and there
         shall be transferred to stated capital, at the time of such
         distribution, an amount of surplus equal to the aggregate stated
         value, if any, so fixed;

               (3)      The amount per share so transferred to stated capital,
         or the fact that there was no such transfer, shall be disclosed to the
         shareholders receiving such distribution concurrently with the
         distribution thereof;

               (4)      No distribution of shares of any class shall be made to
         holders of shares of any other class unless the articles so provide or
         such distribution is authorized by the affirmative vote or written
         consent of the holders of a majority of the outstanding shares of the
         class in which the distribution is to be made.

                                      24

<PAGE>

         In lieu of issuing fractional shares in any such distribution, the
Corporation may pay in cash the fair value thereof, as determined by the Board
of Directors, to shareholders entitled thereto.

         Section 9.03.  Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Directors, from time
to time, in their absolute discretion determine as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for the purchase of additional property, or for
such other purpose as the Board of Directors shall think conducive to the
interests of the Corporation. The Board of Directors may abolish or modify any
such reserve.

                                    ARTICLE X
                                  Miscellaneous

         Section 10.01.  Checks. All checks, notes, bills of exchange or other
similar orders in writing shall be signed by such one or more officers or
employees of the Corporation as the Board of Directors may from time to time
designate.

         Section 10.02.  Contracts.

         (a)   General Rule. Except as otherwise provided in the Business
Corporation Law in the case of transactions that require action by the
shareholders, the Board of Directors may authorize any officer or agent to enter
into any contract or to execute or deliver any instrument on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

         (b)   Statutory Form of Execution of Instruments. Any note, mortgage,
evidence of indebtedness, contract or other document, or any assignment or
endorsement thereof, executed or entered into between the Corporation and any
other person, when signed by one or more officers or agents having actual or
apparent authority to sign it, or by the Chairman, or the President or the CEO
or an Executive Vice President or the COO or the CFO, and by the Secretary or
assistant Secretary or Treasurer or assistant Treasurer of the Corporation,
shall be held to have been properly executed for and in behalf of the
Corporation, without prejudice to the rights of the Corporation against any
person who shall have executed the instrument in excess of his or her actual
authority.

         Section 10.03. Interested Directors or Officers; Quorum.

         (a)   General Rule. A contract or transaction between the Corporation
and one or more of its directors or officers or between the Corporation and
another Corporation, partnership, joint venture, trust or other enterprise in
which one or more of its directors or officers are directors or officers or have
a financial or other interest, shall not be void or voidable solely for that
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors that authorizes the contract or
transaction, or solely because his, her or their votes are counted for that
purpose, if:

                                      25

<PAGE>

               (1)      the material facts as to the relationship or interest
         and as to the contract or transaction are disclosed or are known to
         the Board of Directors and the Board authorizes the contract or
         transaction by the affirmative votes of a majority of the
         disinterested directors even though the disinterested directors are
         less than a quorum;

               (2)      the material facts as to his or her relationship or
         interest and as to the contract or transaction are disclosed or are
         known to the shareholders entitled to vote thereon and the contract or
         transaction is specifically approved in good faith by vote of those
         shareholders; or

               (3)      the contract or transaction is fair as to the
         Corporation as of the time it is authorized, approved or ratified by
         the Board of Directors or the shareholders.

         (b)   Quorum. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board which authorizes
a contract or transaction specified in subsection (a).

         Section 10.04. Deposits. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositaries as the Board of Directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees of the Corporation as the Board of Directors
shall from time to time designate.

         Section 10.05. Corporate Records.

         (a)   Required Records. The Corporation shall keep complete and
accurate books and records of account, minutes of the proceedings of the
incorporators, shareholders and directors and a share register giving the names
and addresses of all shareholders and the number and class of shares held by
each. The share register shall be kept at either the registered office of the
Corporation in the Commonwealth of Pennsylvania or at its principal place of
business wherever situated or at the office of its registrar or transfer agent.
Any books, minutes or other records may be in written form or any other form
capable of being converted into written form within a reasonable time.

         (b)   Right of Inspection. Every shareholder shall, upon written
verified demand stating the purpose thereof, have a right to examine, in person
or by agent or attorney, during the usual hours for business for any proper
purpose, the share register, books and records of account, and records of the
proceedings of the incorporators, shareholders and directors and to make copies
or extracts therefrom. A proper purpose shall mean a purpose reasonably related
to the interest of the person as a shareholder. In every instance where an
attorney or other agent is the person who seeks the right of inspection, the
demand shall be accompanied by a verified power of attorney or other writing
that authorizes the attorney or other agent to so act on behalf of the
shareholder. The demand shall be directed to the Corporation at its registered
office in the Commonwealth of Pennsylvania or at its principal place of business
wherever situated.

                                      26

<PAGE>

                                   ARTICLE XI
                                   Amendments

         Section 11.01. Amendment of Bylaws. These bylaws may be amended or
repealed, or new bylaws may be adopted, either (i) by vote of the shareholders
at any duly organized annual or special meeting of shareholders, or (ii) with
respect to those matters that are not by statute committed expressly to the
shareholders and regardless of whether the shareholders have previously adopted
or approved the bylaw being amended or repealed, by vote of a majority of the
Board of Directors of the Corporation in office at any regular or special
meeting of directors. Any change in these bylaws shall take effect when adopted
unless otherwise provided in the resolution effecting the change.

         Section 11.02. Recording Amendments and Alterations. The text of all
amendments and alterations to these bylaws shall be attached to the bylaws with
a notation of the date of each such amendment or alteration and a notation of
whether such amendment or alteration was adopted by the shareholders or the
Board of Directors.

                                  ARTICLE XII
                    Adoption of Bylaws - Record of Amendment

         Section 12.01. Adoption.  These Amended and Restated Bylaws have been
adopted and filed with the undersigned on the 2nd day of May, 2002, and shall be
effective as of May 2, 2002.

                                            ____________________________________
                                                         Secretary

         Section 12.02. Amendments to Bylaws.

Section Amended       Date Amended          Adopted by
---------------       ------------          ----------

                                                      __________________________
                                                              Secretary

                                      27

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.02
<SEQUENCE>4
<FILENAME>dex402.txt
<DESCRIPTION>INDENTURE DATED 3/5/2002
<TEXT>
<PAGE>


                                                                    EXHIBIT 4.02

                              ENTERCOM RADIO, LLC

                             ENTERCOM CAPITAL, INC.

                                as Co-Issuers;

                                    and
                               HSBC Bank USA

                                 as Trustee

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

                                 INDENTURE

                          dated as of March 5, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                  <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..................................................1

     Section 1.01    Certain Definitions..............................................................1
     Section 1.02    Other Definitions................................................................4
     Section 1.03    Incorporation by Reference of Trust Indenture Act................................5
     Section 1.04    Rules of Construction............................................................5

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

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

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

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

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

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

ARTICLE 5 SUCCESSORS.................................................................................19
</TABLE>

                                      i

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                                  <C>
     Section 5.01    When Company May Merge, etc.....................................................19
     Section 5.02    Successor Person Substituted....................................................19

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

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

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

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

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

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

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

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

                                      ii

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                  <C>
     Section 9.04    Notation on or Exchange of Securities...........................................37
     Section 9.05    Trustee to Sign Amendments, etc.................................................37

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

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

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

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

                                      iii

<PAGE>

                             CROSS-REFERENCE TABLE*

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

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

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

                                      iv

<PAGE>


                  INDENTURE dated as of March 5, 2002 by and among Entercom
Radio, LLC, a Delaware limited liability company, Entercom Capital, Inc., a
Delaware corporation (individually, and collectively, the "Company"), as the
                                                           -------
joint and several obligors, the guarantors listed on Schedule 1 hereto (herein
called the "Guarantors") and HSBC Bank USA, a New York banking corporation and
trust company, as Trustee (the "Trustee").
                                -------

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

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

                                   ARTICLE 1
                         DEFINITIONS AND INCORPORATION
                                 BY REFERENCE

SECTION 1.01      CERTAIN DEFINITIONS.

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

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

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

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

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

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

                  "Commission" means the Securities and Exchange Commission.
                   ----------

                                      1

<PAGE>


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

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

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

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

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

                  "Depositary" means, with respect to the Securities of any
                   ----------
series issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depositary for such series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depositary" as used with
respect to the Securities of any series shall mean the Depositary with respect
to the Securities of such series.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
                   ------------
amended.

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

                  "Global Security" shall mean a Security issued to evidence all
                   ---------------
or a part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a Depositary or pursuant to such
Depositary's instructions, all in accordance with this Indenture and pursuant to
Section 2.01, which shall be registered as to principal and interest in the name
of such Depositary or its nominee.

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

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

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

                                      2

<PAGE>

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

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

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

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

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

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

                  "Person" means any individual, corporation, partnership, joint
                   ------
venture, association, limited liability company, joint stock company, trust,
unincorporated organization or government or other entity.

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

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

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

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

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

                                      3

<PAGE>

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

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

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

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

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

SECTION 1.02      OTHER DEFINITIONS.

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

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

                                      4

<PAGE>

SECTION 1.03      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

                  "indenture securities" means the Securities.

                  "indenture securityholder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.04      RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

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

                                    (iii)   "or" is not exclusive;

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

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

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

                                    ARTICLE 2
                                 THE SECURITIES

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

                                      5

<PAGE>

                  The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution or an Officers' Certificate pursuant to authority granted
under a Board Resolution or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

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

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

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

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

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

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

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

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

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

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

                                      6

<PAGE>

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

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

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

                  (n)      the Trustee for the series of Securities;

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

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

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

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

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

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

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

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

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

                                      7

<PAGE>

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

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

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

SECTION 2.02      EXECUTION AND AUTHENTICATION.

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

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

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

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

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

SECTION 2.03      REGISTRAR AND PAYING AGENT.

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

                                      8

<PAGE>

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

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

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

SECTION 2.04      PAYING AGENT TO HOLD MONEY IN TRUST.

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

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

SECTION 2.05      SECURITYHOLDER LISTS.

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

SECTION 2.06      TRANSFER AND EXCHANGE.

                                      9

<PAGE>

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

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

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

SECTION 2.07      REPLACEMENT SECURITIES.

                  If a mutilated Security is surrendered to the Trustee or if
the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security of same series if the Company's and the Trustee's
requirements are met. The Trustee or the Company may require an indemnity bond
to be furnished which is sufficient in the judgment of both to protect the
Company, the Trustee, and any Agent from any loss which any of them may suffer
if a Security is replaced. The Company or the Trustee may charge such Holder for
its expenses in replacing a Security.

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

SECTION 2.08      OUTSTANDING SECURITIES.

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

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

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

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

                                      10

<PAGE>

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

SECTION 2.09      TEMPORARY SECURITIES.

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

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

SECTION 2.10      CANCELLATION.

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

SECTION 2.11      DEFAULTED INTEREST.

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

SECTION 2.12      SPECIAL RECORD DATES.

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

                                      11

<PAGE>

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

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

SECTION 2.13      GLOBAL SECURITIES.

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

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

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

                                      12

<PAGE>

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

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

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

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

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

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

SECTION 2.14      CUSIP NUMBERS.

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

                                      13

<PAGE>

                                   ARTICLE 3
                                  REDEMPTION

SECTION 3.01      NOTICES TO TRUSTEE.

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

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

SECTION 3.02      SELECTION OF SECURITIES TO BE REDEEMED.

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

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

SECTION 3.03      NOTICE OF REDEMPTION.

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

                                      14

<PAGE>

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

                           (1)      the redemption date;

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

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

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

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

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

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

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

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

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

SECTION 3.04      EFFECT OF NOTICE OF REDEMPTION.

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

                                      15

<PAGE>

SECTION 3.05      DEPOSIT OF REDEMPTION PRICE.

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

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

SECTION 3.06      SECURITIES REDEEMED OR PURCHASED IN PART.

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

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01      PAYMENT OF SECURITIES.

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

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

SECTION 4.02      MAINTENANCE OF OFFICE OR AGENCY.

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

                                      16

<PAGE>

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

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

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

SECTION 4.03      REPORTS.

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

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

SECTION 4.04      COMPLIANCE CERTIFICATE.

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

                                      17

<PAGE>

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

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

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

SECTION 4.05      TAXES.

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

SECTION 4.06      STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07      CALCULATION OF ORIGINAL ISSUE DISCOUNT.

                                      18

<PAGE>

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

                                   ARTICLE 5
                                   SUCCESSORS

SECTION 5.01      WHEN COMPANY MAY MERGE, ETC.

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

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

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

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

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

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

SECTION 5.02      SUCCESSOR PERSON SUBSTITUTED.

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

                                      19

<PAGE>

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

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01      EVENTS OF DEFAULT.

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

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

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

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

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

                                    (A)      commences a voluntary case;

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

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

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

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

                                      20

<PAGE>

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

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

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

                                    (C)      orders the liquidation of the
Company;

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

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

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

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

SECTION 6.02      ACCELERATION.

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

SECTION 6.03      OTHER REMEDIES.

                                      21

<PAGE>

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

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

SECTION 6.04      WAIVER OF PAST DEFAULTS.

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

SECTION 6.05      CONTROL BY MAJORITY.

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

SECTION 6.06      LIMITATION ON SUITS.

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

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

                                      22

<PAGE>

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

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

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

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

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

SECTION 6.07      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

SECTION 6.08      COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09      TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                                      23

<PAGE>

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

SECTION 6.10      PRIORITIES.

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

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

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

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

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

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

SECTION 6.11      UNDERTAKING FOR COSTS.

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

                                      24

<PAGE>

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

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01      DUTIES OF TRUSTEE.

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

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

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

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

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

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

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

                                      25

<PAGE>

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

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

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

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

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

SECTION 7.02      RIGHTS OF TRUSTEE.

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

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

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

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

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

                                      26

<PAGE>

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

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

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

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

SECTION 7.03      INDIVIDUAL RIGHTS OF TRUSTEE.

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

SECTION 7.04      TRUSTEE'S DISCLAIMER.

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

SECTION 7.05      NOTICE OF DEFAULTS.

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

SECTION 7.06      REPORTS BY TRUSTEE TO HOLDERS.

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

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

                                      27

<PAGE>

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

SECTION 7.07      COMPENSATION AND INDEMNITY.

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

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

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

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

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

SECTION 7.08      REPLACEMENT OF TRUSTEE.

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

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

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

                                      28

<PAGE>

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

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

                           (4)      the Trustee becomes incapable of acting.

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

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

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

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

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

                                      29

<PAGE>

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

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

SECTION 7.09      SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10      ELIGIBILITY; DISQUALIFICATION.

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

SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 8
                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.01      SATISFACTION AND DISCHARGE.

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

(1)      either:

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

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

                                      30

<PAGE>

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

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

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

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

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

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

SECTION 8.02      OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

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

SECTION 8.03      LEGAL DEFEASANCE AND DISCHARGE.

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

                                      31

<PAGE>

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

SECTION 8.04      COVENANT DEFEASANCE.

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

SECTION 8.05      CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

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

                                      32

<PAGE>

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

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

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

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

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

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

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

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

                                      33

<PAGE>

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

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

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

SECTION 8.07      REPAYMENT TO COMPANY.

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

SECTION 8.08      REINSTATEMENT.

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

                                      34

<PAGE>

                                   ARTICLE 9
                       SUPPLEMENTS, AMENDMENTS AND WAIVERS

SECTION 9.01      WITHOUT CONSENT OF HOLDERS.

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

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

                           (2)      to comply with Article 5;

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

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

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

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

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

SECTION 9.02      WITH CONSENT OF HOLDERS.

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

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

                                      35

<PAGE>

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

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

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

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

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

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

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

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

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

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

SECTION 9.03      REVOCATION AND EFFECT OF CONSENTS.

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

                                      36

<PAGE>

SECTION 9.04      NOTATION ON OR EXCHANGE OF SECURITIES.

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

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

SECTION 9.05      TRUSTEE TO SIGN AMENDMENTS, ETC.

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

                                  ARTICLE 10
                                  GUARANTEES

SECTION 10.01     GUARANTEE.

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

                                  ARTICLE 11
                                 MISCELLANEOUS

SECTION 11.01     INDENTURE SUBJECT TO TRUST INDENTURE ACT.

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

SECTION 11.02     NOTICES.

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

                                      37

<PAGE>

                  If to the Company and/or any Guarantor:

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

                  with a copy to:

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

                  If to the Trustee:

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

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

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

                  Any notice or communication to a Securityholder shall be
mailed by first-class mail, certified or registered, return receipt requested,
or by overnight air courier guaranteeing next day delivery to his address shown
on the register kept by the Registrar. Failure to mail a notice or communication
to a Security holder or any defect in it shall not affect its sufficiency with
respect to other Securityholders. If the Company mails a notice or communication
to Securityholders, it shall mail a copy to the Trustee at the same time. Any
notice or communication shall also be mailed to any Person described in TIA
[sec] 313(c), to the extent required by the TIA.

                                      38

<PAGE>

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

SECTION 11.03     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

SECTION 11.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

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

SECTION 11.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the certificate
provided pursuant to TIA [sec][sec]314(a)(4) shall include:

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

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

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

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

                                      39

<PAGE>

SECTION 11.06     RULES BY TRUSTEE AND AGENTS.

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

SECTION 11.07     LEGAL HOLIDAYS.

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

SECTION 11.08     NO RECOURSE AGAINST OTHERS.

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

SECTION 11.09     COUNTERPARTS.

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

SECTION 11.10     GOVERNING LAW.

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

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

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

                                      40

<PAGE>

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

SECTION 11.12     SEVERABILITY.

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

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

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

SECTION 11.14     SUCCESSORS AND ASSIGNS.

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

SECTION 11.15     NO INTERPRETATION OF OTHER AGREEMENTS.

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

                           [Signature Page Follows]

                                      41

<PAGE>

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

                             ISSUERS:
                             --------

                             ENTERCOM RADIO, LLC

                             By: /s/ John C. Donlevie
                                 ---------------------------------------
                                     Name:  John C. Donlevie
                                     Title: Executive Vice President, Secretary,
                                            General Counsel

                             ENTERCOM CAPITAL, INC.

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

                                      42

<PAGE>

                              GUARANTORS:
                              -----------

                              ENTERCOM COMMUNICATIONS CORP.
                              ENTERCOM BOSTON I TRUST
                              ENTERCOM NEW YORK, INC.
                              ENTERCOM BOSTON, LLC
                              ENTERCOM BOSTON LICENSE, LLC
                              ENTERCOM BUFFALO, LLC
                              ENTERCOM BUFFALO LICENSE, LLC
                              ENTERCOM DENVER, LLC
                              ENTERCOM DENVER LICENSE, LLC
                              DELAWARE EQUIPMENT HOLDINGS, LLC
                              ENTERCOM GAINESVILLE, LLC
                              ENTERCOM GAINESVILLE LICENSE, LLC
                              ENTERCOM GREENSBORO, LLC
                              ENTERCOM GREENSBORO LICENSE, LLC
                              ENTERCOM GREENVILLE, LLC
                              ENTERCOM GREENVILLE LICENSE, LLC
                              ENTERCOM INTERNET HOLDING, LLC
                              ENTERCOM KANSAS CITY, LLC
                              ENTERCOM KANSAS CITY LICENSE, LLC
                              ENTERCOM LONGVIEW, LLC
                              ENTERCOM LONGVIEW LICENSE, LLC
                              ENTERCOM MADISON, LLC
                              ENTERCOM MADISON LICENSE, LLC
                              ENTERCOM MEMPHIS, LLC
                              ENTERCOM MEMPHIS LICENSE, LLC
                              ENTERCOM MILWAUKEE, LLC
                              ENTERCOM MILWAUKEE LICENSE, LLC
                              ENTERCOM NEW ORLEANS, LLC
                              ENTERCOM NEW ORLEANS LICENSE, LLC
                              ENTERCOM NORFOLK, LLC
                              ENTERCOM NORFOLK LICENSE, LLC

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

                                      43

<PAGE>

                              ENTERCOM PORTLAND, LLC
                              ENTERCOM PORTLAND LICENSE, LLC
                              ENTERCOM ROCHESTER, LLC
                              ENTERCOM ROCHESTER LICENSE, LLC
                              ENTERCOM SACRAMENTO, LLC
                              ENTERCOM SACRAMENTO LICENSE, LLC
                              ENTERCOM SEATTLE, LLC
                              ENTERCOM SEATTLE LICENSE, LLC
                              ENTERCOM WICHITA, LLC
                              ENTERCOM WICHITA LICENSE, LLC
                              ENTERCOM WILKES-BARRE SCRANTON, LLC

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

                              ENTERCOM DELAWARE HOLDING CORPORATION

                              By: /s/ John C. Donlevie
                                  --------------------------------------
                                      Name:  John C. Donlevie
                                      Title: President, Secretary
                                             and General Counsel

                                      44

<PAGE>

                              HSBC BANK USA, as Trustee

                              By: /s/ Deirdra N. Ross
                                  ------------------------------
                                      Name:  Deirdra N. Ross
                                      Title: Assistant Vice President

                                      45

<PAGE>

                                  Schedule 1
                                  ----------

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

                                      46

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.03
<SEQUENCE>5
<FILENAME>dex403.txt
<DESCRIPTION>FIRST SUPPLEMENTAL INDENTURE DATED 3/5/2002
<TEXT>
<PAGE>

                                                                    EXHIBIT 4.03

================================================================================

                          =============================

                               ENTERCOM RADIO, LLC

                              ENTERCOM CAPITAL, INC.,

                                  as Co-Issuers

                                       and

                           the GUARANTORS named herein

                          =============================

                          FIRST SUPPLEMENTAL INDENTURE

                           Dated as of March 5, 2002

                          =============================

                                  HSBC BANK USA,

                                     Trustee

                          =============================

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
<S>                                                                                       <C>
ARTICLE 1.       DEFINITIONS AND INCORPORATION BY REFERENCE .............................   1

      Section 1.01.  Definitions ........................................................   1

      Section 1.02.  Other Definitions ..................................................  17

ARTICLE 2.       THE NOTES ..............................................................  17

      Section 2.01.  General ............................................................  17

      Section 2.02.  Transfer and Exchange ..............................................  18

      Section 2.03.  Treasury Notes .....................................................  21

ARTICLE 3.       REDEMPTION AND PREPAYMENT ..............................................  21

      Section 3.01.  Optional Redemption ................................................  21

      Section 3.02.  Mandatory Redemption ...............................................  22

      Section 3.03.  Offer to Purchase by Application of Excess Proceeds ................  22

ARTICLE 4.       COVENANTS ..............................................................  23

      Section 4.01.  Additional Interest on Defaulted Interest ..........................  23

      Section 4.02.  Reports ............................................................  24

      Section 4.03.  Restricted Payments ................................................  24

      Section 4.04.  Dividend and Other Payment Restrictions Affecting Subsidiaries .....  26

      Section 4.05.  Incurrence of Indebtedness and Issuance of Preferred Stock .........  27

      Section 4.06.  Asset Sales ........................................................  30

      Section 4.07.  Transactions with Affiliates .......................................  32

      Section 4.08.  Liens ..............................................................  33

      Section 4.09.  Offer to Repurchase Upon Change of Control .........................  33

      Section 4.10.  No Senior Subordinated Debt ........................................  34

      Section 4.11.  Additional Subsidiary Guarantees ...................................  34

      Section 4.12.  Limitation on Issuances of Equity Interests in Wholly Owned
                     Subsidiaries .......................................................  35

      Section 4.13.  Payments for Consent ...............................................  35

      Section 4.14.  Designation of Restricted and Unrestricted Subsidiaries ............  35

ARTICLE 5.       SUCCESSORS .............................................................  35

      Section 5.01.  Merger, Consolidation, or Sale of Assets ...........................  35

ARTICLE 6.       DEFAULTS AND REMEDIES ..................................................  36

      Section 6.01.  Events of Default ..................................................  36

      Section 6.02.  Acceleration .......................................................  38
</TABLE>

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                          Page
<S>                                                                                       <C>
ARTICLE 7.       AMENDMENT, SUPPLEMENT AND WAIVER .......................................  39

      Section 7.01.  Without Consent of Holders of Notes ................................  39

      Section 7.02.  With Consent of Holders of Notes ...................................  40

      Section 7.03.  Compliance with Trust Indenture Act ................................  41

ARTICLE 8.       SUBORDINATION ..........................................................  41

      Section 8.01.  Agreement to Subordinate ...........................................  41

      Section 8.02.  Liquidation; Dissolution; Bankruptcy ...............................  41

      Section 8.03.  Default on Designated Senior Indebtedness ..........................  42

      Section 8.04.  Acceleration of Notes ..............................................  43

      Section 8.05.  When Distribution Must Be Paid Over ................................  43

      Section 8.06.  Notice by Company ..................................................  44

      Section 8.07.  Subrogation ........................................................  44

      Section 8.08.  Relative Rights ....................................................  44

      Section 8.09.  Subordination May Not Be Impaired by Company or any Guarantor ......  44

      Section 8.10.  Distribution or Notice to Representative ...........................  45

      Section 8.11.  Rights of Trustee and Paying Agent .................................  45

      Section 8.12.  Authorization to Effect Subordination ..............................  45

      Section 8.13.  Amendments .........................................................  45

      Section 8.14.  Reinstatement of Payments ..........................................  46

ARTICLE 9.       GUARANTEES .............................................................  46

      Section 9.01.  Guarantee ..........................................................  46

      Section 9.02.  Subordination of Guarantee .........................................  47

      Section 9.03.  Limitation on Guarantor Liability ..................................  47

      Section 9.04.  Execution and Delivery of Guarantee ................................  47

      Section 9.05.  Subsidiary Guarantors May Consolidate, etc., on Certain Terms ......  48

      Section 9.06.  Releases Following Sale of Assets ..................................  48

ARTICLE 10.      DEFEASANCE .............................................................  49

      Section 10.01. Covenant Defeasance ................................................  49

      Section 10.02. Miscellaneous ......................................................  49

ARTICLE 11.      MISCELLANEOUS ..........................................................  50

      Section 11.01. Ratification of Base Indenture .....................................  50

      Section 11.02. Application of First Supplemental Indenture. .......................  50
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                          Page
      <S>                                                                                 <C>
      Section 11.03. Benefits of First Supplemental Indenture ...........................  50

      Section 11.04. Effective Date .....................................................  50

      Section 11.05. Trustee ............................................................  50

      Section 11.06. Governing Law ......................................................  50

      Section 11.07. Successors .........................................................  50

      Section 11.08. Severability .......................................................  50

      Section 11.09. Counterpart Originals ..............................................  51
</TABLE>

                                    EXHIBITS

Exhibit A     FORM OF NOTE
Exhibit B     FORM OF SUPPLEMENTAL INDENTURE
Exhibit C     FORM OF NOTATION OF GUARANTEE

                                       iii

<PAGE>




         FIRST SUPPLEMENTAL INDENTURE dated as of March 5, 2002 to that certain
Indenture, dated as of March 5, 2002 (the "Base Indenture," and together with
the First Supplemental Indenture, the "Indenture"), among Entercom Radio LLC, a
Delaware limited liability company ("Radio"), Entercom Capital, Inc., a Delaware
corporation ("Capital," each of Radio and Capital being referred to herein
individually as an "Issuer" and collectively as the "Company"), Entercom
Communications Corp., a Pennsylvania corporation (the "Parent Guarantor"), the
Subsidiary Guarantors listed on Schedule I thereto (the "Subsidiary Guarantors,"
and together with the Parent Guarantor, the "Guarantors") and HSBC Bank USA, as
Trustee (the "Trustee").

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

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

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 7-5/8% Senior Subordinated Notes due 2014 (the "Notes"):

                                    ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.     Definitions.

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

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

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

                                      1

<PAGE>


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

         "Asset Sale" means:

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

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

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

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

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

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

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

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

                  (6)      foreclosure on assets;

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

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

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

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

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

                                      2

<PAGE>

         "Board of Directors" means:

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

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

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

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

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

         "Capital Stock" means:

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

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

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

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

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

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

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

                                      3

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      4

<PAGE>

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

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

                  (8)      barter revenues,

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

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

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

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

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

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

                  (4)      the product of:

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

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

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

                                      5

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      6

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                      7

<PAGE>

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

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

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

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

                  (1)      in respect of borrowed money;

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

                  (3)      in respect of banker's acceptances;

                  (4)      representing Capital Lease Obligations;

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

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

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

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

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

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

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

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

                                      8

<PAGE>

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

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

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

                                      9

<PAGE>

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

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

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

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

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

         "Non-Recourse Debt" means Indebtedness:

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

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

                                      10

<PAGE>

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

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

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

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

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

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

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

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

         "Permitted Investments" means:

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

                  (2)      any Investment in Cash Equivalents;

                  (3)      any Investment by the Company or any Restricted
         Subsidiary in a Person, if as a result of such Investment:

                           (a)      such Person becomes a Restricted Subsidiary;
         or

                           (b)      such Person is merged, consolidated or
         amalgamated with or into, or transfers or conveys substantially all of
         its assets to, or is liquidated into, the Company or a Restricted
         Subsidiary;

                  (4)      any Investment made as a result of the receipt of
         non-cash consideration from an Asset Sale that was made pursuant to and
         in compliance with Section 4.06;

                                      11

<PAGE>

                  (5)      any acquisition of assets (including Investments in
         Unrestricted Subsidiaries) solely in exchange for the issuance of
         Equity Interests (other than Disqualified Stock) of the Company;

                  (6)      notes and accounts receivable incurred in the
         ordinary course of business and any Investments received in compromise
         of obligations of any Person incurred in the ordinary course of trade
         creditors or customers that were incurred in the ordinary course of
         business, including pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of any trade creditor or
         customer;

                  (7)      Hedging Obligations;

                  (8)      loans and advances to employees of the Company or any
         Restricted Subsidiary in the ordinary course of business not in excess
         of $10.0 million in aggregate principal amount at any time outstanding;
         or

                  (9)      other Investments in any Person having an aggregate
         fair market value (measured on the date each such Investment was made
         and without giving effect to subsequent changes in value), that, when
         taken together with all other Investments made pursuant to this clause
         (9) do not exceed $20.0 million at any time outstanding.

         "Permitted Junior Securities" means (i) Equity Interests in the Company
or the Parent Guarantor or, subject to the provisions of the Credit Agreement,
any Subsidiary Guarantor; or (ii) debt securities of an Issuer or any Guarantor
that are subordinated to all Senior Indebtedness and any debt securities issued
in exchange for Senior Indebtedness and subordinated to substantially the same
extent as, or to a greater extent than, the Notes and the Guarantees are
subordinated to Senior Indebtedness under this First Supplemental Indenture.

         "Permitted Liens" means:

                  (1)      Liens securing Senior Indebtedness that was permitted
         by the terms of this First Supplemental Indenture to be incurred;

                  (2)      Liens in favor of the Company or a Restricted
         Subsidiary;

                  (3)      Liens on property of a Person existing at the time
         such Person is merged with or into or consolidated with the Company or
         any Restricted Subsidiary of the Company; provided that such Liens were
         in existence prior to the contemplation of such merger or consolidation
         and do not extend to any assets other than those of the Person merged
         into or consolidated with the Company or the Restricted Subsidiary;

                  (4)      Liens on property existing at the time of acquisition
         of the property by the Company or any Restricted Subsidiary; provided
         that such Liens were in existence prior to the contemplation of such
         acquisition;

                  (5)      Liens to secure the performance of statutory
         obligations, surety or appeal bonds, performance bonds or other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (6)      Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by clause (iv) of the second paragraph of
         Section 4.05 covering only the assets acquired with such Indebtedness;

                                      12

<PAGE>

                  (7)      Liens existing on the date of this First Supplemental
         Indenture;

                  (8)      Liens for taxes, assessments or governmental charges
         or claims that are not yet delinquent or that are being contested in
         good faith by appropriate proceedings promptly instituted and
         diligently concluded; provided that any reserve or other appropriate
         provision as is required in conformity with GAAP has been made
         therefor;

                  (9)      Liens incurred in the ordinary course of business of
         the Company or any Restricted Subsidiary with respect to obligations
         that do not exceed an aggregate amount of $10.0 million at any one time
         outstanding;

                  (10)     Liens securing Permitted Refinancing Indebtedness
         where the Liens securing the Indebtedness being refinanced were
         permitted under this First Supplemental Indenture;

                  (11)     easements, rights-of-way, zoning and similar
         restrictions and other similar encumbrances or title defects incurred
         or imposed, as applicable, in the ordinary course of business and
         consistent with industry practices;

                  (12)     any interest or title of a lessor under any Capital
         Lease Obligation;

                  (13)     Liens securing reimbursement obligations with respect
         to commercial letters of credit which encumber documents and other
         property relating to letters of credit and products and proceeds
         thereof;

                  (14)     Liens encumbering deposits made to secure statutory,
         regulatory, contractual or warranty obligations, including rights of
         offset and set-off;

                  (15)     Liens securing Hedging Obligations which Hedging
         Obligations relate to Indebtedness that is otherwise permitted under
         this First Supplemental Indenture;

                  (16)     leases or subleases granted to others;

                  (17)     Liens under licensing agreements in the ordinary
         course of business;

                  (18)     judgment Liens not giving rise to an Event of
         Default;

                  (19)     Liens encumbering property of the Company or a
         Restricted Subsidiary consisting of carriers, warehousemen, mechanics,
         materialmen, repairmen and landlords, and other Liens arising by
         operation of law and incurred in the ordinary course of business for
         sums which are not overdue or which are being contested in good faith
         by appropriate proceedings and (if so contested) for which appropriate
         reserves with respect thereto have been established and maintained on
         the books of the Company or a Restricted Subsidiary in accordance with
         GAAP;

                  (20)     Liens encumbering property of the Company or a
         Restricted Subsidiary incurred in the ordinary course of business in
         connection with workers' compensation, unemployment insurance, or other
         forms of governmental insurance or benefits, or to secure performance
         of bids, tenders, statutory obligations, leases, and contracts (other
         than for Indebtedness) entered into in the ordinary course of business
         of the Company or a Restricted Subsidiary; and

                  (21)     Liens on assets of Unrestricted Subsidiaries that
         secure Non-Recourse Debt of Unrestricted Subsidiaries.

                                      13

<PAGE>

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any Restricted Subsidiary issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any Restricted Subsidiary (other than
intercompany Indebtedness); provided that:

                  (1)      the principal amount (or accreted value, if
         applicable) of such Permitted Refinancing Indebtedness does not exceed
         the principal amount (or accreted value, if applicable) of the
         Indebtedness extended, refinanced, renewed, replaced, defeased or
         refunded (plus all accrued interest on the Indebtedness and the amount
         of all expenses and premiums incurred in connection therewith);

                  (2)      such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and has a Weighted
         Average Life to Maturity equal to or greater than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (3)      if the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded is subordinated in right of
         payment to the Notes, such Permitted Refinancing Indebtedness has a
         final maturity date later than the final maturity date of, and is
         subordinated in right of payment to, the Notes on terms at
         least as favorable to the Holders of Notes as those
         contained in the documentation governing the Indebtedness
         being extended, refinanced, renewed, replaced, defeased or
         refunded; and

                  (4)      such Indebtedness is incurred by the Company or by
         the Restricted Subsidiary who is the obligor on the Indebtedness being
         extended, refinanced, renewed, replaced, defeased or refunded.

         "Principals" means Joseph M. Field and David J. Field.

         "Related Party" means:

                  (1)      any immediate family member (in the case of an
         individual) of any Principal; or

                  (2)      any trust, corporation, partnership or other entity,
         the beneficiaries, stockholders, partners, owners or Persons
         beneficially holding an 80% or more controlling interest of which
         consist of any one or more Principals and/or such other Persons
         referred to in the immediately preceding clause (1).

         "Representative" means, as the case may be, a trustee, agent or
representative appointed for the holders of any Senior Indebtedness under an
agreement to which such Senior Indebtedness was issued.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Subsidiary" means each of the current and future
Subsidiaries of the Company, other than Unrestricted Subsidiaries.

         "SEC" means the Securities and Exchange Commission.

         "Senior Indebtedness" means (i) all Indebtedness of the Company or any
Guarantor outstanding under the Credit Agreement and all Hedging Obligations
with respect thereto, (ii) any other Indebtedness of the Company or any
Guarantor permitted to be incurred under the terms of this First Supplemental
Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is

                                      14

<PAGE>

on a parity with or subordinated in right of payment to the Notes or any
Guarantee, and (iii) all Obligations with respect to the items listed in the
preceding clauses (i) and (ii). Notwithstanding anything to the contrary in the
preceding sentence, Senior Indebtedness will not include (w) any liability for
federal, state, local or other taxes owed or owing by an Issuer or a Guarantor,
(x) any intercompany Indebtedness of the Company, the Parent Guarantor or any
Restricted Subsidiary to the Company or any of its Affiliates; (y) any trade
payables; or (z) the portion of any Indebtedness that is incurred in violation
of this First Supplemental Indenture; provided, however, that, notwithstanding
the foregoing, solely with respect to the Parent Guarantor, during the time that
any Existing Debentures remain outstanding, Senior Indebtedness shall mean the
"Secured Senior Debt" of the Parent Guarantor (as defined in the Existing
Debentures Indenture).

         "Senior Guarantees" means the Guarantees by the Guarantors of
Obligations under the Credit Facilities.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1.02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "Subsidiary Guarantee" means the Guarantee of a Subsidiary Guarantor
with respect to the Notes.

         "Subsidiary Guarantors" means each of:

         (1) the Restricted Subsidiaries on the date of this First Supplemental
Indenture; and

         (2) any other of the Company's Subsidiaries that executes a Subsidiary
Guarantee in accordance with the provisions of this First Supplemental
Indenture; and

         (3) each of their respective successors and assigns.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
resolution of the Board of Directors, but only to the extent that such
Subsidiary:

                  (1)      has no Indebtedness other than Non-Recourse Debt;

                  (2)      is not party to any agreement, contract, arrangement
         or understanding with the Company or any Restricted Subsidiary unless
         the terms of any such agreement, contract, arrangement or understanding
         are no less favorable to the Company or such Restricted Subsidiary than
         those that might be obtained at the time from Persons who are not
         Affiliates of the Company;

                  (3)      is a Person with respect to which neither the Company
         nor any Restricted Subsidiary has any direct or indirect obligation to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results; and

                                      15

<PAGE>

                  (4)      has not guaranteed or otherwise directly or
         indirectly provided credit support for any Indebtedness of the Company
         or any Restricted Subsidiary.

         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by the terms of Section 4.03 hereof. If,
at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this First Supplemental Indenture and
any Indebtedness of such Subsidiary will be deemed to be incurred by a
Restricted Subsidiary as of such date and, if such Indebtedness is not permitted
to be incurred as of such date pursuant to Section 4.05, the Company will be in
default under such section. The Board of Directors may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and
such designation will only be permitted if (1) such Indebtedness is permitted
pursuant to Section 4.05 calculated on a pro forma basis as if such designation
had occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would exist following such designation.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing: (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness,
by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment, by (ii) the then
outstanding principal amount of such Indebtedness.

         "Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
will at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person.

                                      16

<PAGE>

Section 1.02.     Other Definitions.

                                                                       Defined
                                                                         in
Term                                                                   Section
----                                                                   -------
"Additional Notes"................................................      2.01
"Affiliate Transaction"...........................................      4.07
"Asset Sale Offer"................................................      3.03
"Change of Control Offer".........................................      4.09
"Change of Control Payment".......................................      4.09
"Change of Control Payment Date"..................................      4.09
"Event of Default"................................................      6.01
"Excess Proceeds".................................................      4.06
"incur"...........................................................      4.05
"Incurrence Notice"...............................................      4.05
"Offer Amount"....................................................      3.03
"Offer Period"....................................................      3.03
"Payment Blockage Notice".........................................      8.03
"Payment Default".................................................      6.01
"Permitted Indebtedness"..........................................      4.05
"Purchase Date"...................................................      3.03
"Restricted Payments".............................................      4.03

                                  ARTICLE 2.
                                  THE NOTES

Section 2.01.     General.

         (a) Designation of Series. Pursuant to the terms hereof and Section
2.01 of the Base Indenture, there is hereby established the Notes, known as the
"7-5/8% Senior Subordinated Notes due 2014," which shall be guaranteed by the
Guarantors, and such Notes and Guarantees shall be deemed "Securities" for all
purposes under the Base Indenture.

         (b) Form of Notes. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

         The Company may issue additional Notes (the "Additional Notes") under
this First Supplemental Indenture from time to time after the date hereof,
subject to compliance with Section 4.05 hereof. The Notes and any debt
securities subsequently issued under the Indenture (but not this First
Supplemental Indenture) shall be treated as distinct classes of debt securities
for all purposes under the Indenture, including waivers, amendments, redemptions
and offers to purchase.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of the Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of the Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling.

                                      17

<PAGE>

         (c) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.02 hereof.

         The Company initially appoints the Depositary Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

Section 2.02.     Transfer and Exchange.

         Pursuant to Section 9.01 of the Base Indenture, this Section 2.02
hereby supercedes and replaces in their entirety Section 2.06 and Section
2.13(b) and (c) of the Base Indenture.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in this Section 2.02.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to this Section 2.02, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.02(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.02(b), (c) or (e) hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this First
Supplemental Indenture and the Applicable Procedures. Transfers of beneficial
interests in the Global Notes also shall require compliance with either
subparagraph (i) or (ii) below, as applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Global Note may be transferred to
         Persons who take delivery thereof in the form of a beneficial interest
         in a Global Note. No written orders or instructions shall be required
         to be delivered to the Registrar to effect the transfers described in
         this Section 2.02(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section

                                      18

<PAGE>

         2.02(b)(i)  above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Note shall be
         registered to effect the transfer or exchange referred to in (1) above.
         Upon satisfaction of all of the requirements for transfer or exchange
         of beneficial interests in Global Notes contained in this First
         Supplemental Indenture and the Notes or otherwise applicable under the
         Securities Act, and upon receipt by the Trustee of an Opinion of
         Counsel, reasonably acceptable to the Trustee, with respect to such
         matters, if requested by the Trustee, the Trustee shall adjust the
         principal amount of the relevant Global Note(s) pursuant to Section
         2.02(g) hereof.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.
If any holder of a beneficial interest in a Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then, upon satisfaction of the conditions set forth in Section 2.02(b)(ii)
hereof, the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.02(g) hereof, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.02(c) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.
A Holder of a Definitive Note may exchange such Note for a beneficial interest
in a Global Note or transfer such Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in a Global Note at any
time. Upon receipt of a request for such an exchange or transfer, the Trustee
shall cancel the applicable Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Global Notes.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes. A
Holder of Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of another Definitive Note. Upon receipt of a
request to register such a transfer, the Registrar shall register the Definitive
Notes pursuant to the instructions from the Holder thereof. Upon request by a
Holder of Definitive Notes and such Holder's compliance with the provisions of
this Section 2.02(e), the Registrar shall register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing.

         (f) Legend. The following legend shall appear on the face of all Global
Notes issued under this First Supplemental Indenture in substantially the
following form:

                                      19

<PAGE>

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.02 OF THE BASE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.02(a) OF THE FIRST
SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE BASE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY."

         (g) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.10 of the Base
Indenture. At any time prior to such cancellation, if any beneficial interest in
a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

         (h)     General Provisions Relating to Transfers and Exchanges.

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate Global
         Notes and Definitive Notes upon the Company's order or at the
         Registrar's request.

                  (ii)     No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Section 2.10 of the Base Indenture and
         Sections 3.01, 3.03, 4.06, 4.09 and 8.05 hereof).

                  (iii)    The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv)     All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this First
         Supplemental Indenture, as the Global Notes or Definitive Notes
         surrendered upon such registration of transfer or exchange.

                  (v)      The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 of the Base
         Indenture and ending at the close of business on the day of selection,
         (B) to register the transfer of or to exchange any

                                      20

<PAGE>

         Note so selected for redemption in whole or in part, except the
         unredeemed portion of any Note being redeemed in part or (C) to
         register the transfer of or to exchange a Note between a record date
         and the next succeeding Interest Payment Date.

                  (vi)     Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes
         (subject to the provisions of the Notes for record dates), and none of
         the Trustee, any Agent or the Company shall be affected by notice to
         the contrary.

                  (vii)    The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02 of
         the Base Indenture.

                  (viii)   All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.02 to effect a registration of transfer or exchange may be
         submitted by facsimile.

Section 2.03.     Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

                                  ARTICLE 3.
                          REDEMPTION AND PREPAYMENT

         Pursuant to Sections 2.01(g) and (h) of the Base Indenture, the
following provisions are hereby added to Article 3 of the Base Indenture:

Section 3.01.     Optional Redemption.

         (a) Except as set forth in clause (b) of this Section 3.01, the Company
shall not have the option pursuant to this Section 3.01 to redeem the Notes
prior to March 1, 2007. Thereafter, the Company shall have the option to redeem
the Notes, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on March 1
of each of the years indicated below:

Year                                                                 Percentage
----                                                                 ----------
2007.............................................................    103.813%
2008.............................................................    102.542%
2009.............................................................    101.271%
2010 and thereafter..............................................    100.00%

         (b) Notwithstanding the provisions of clause (a) of this Section 3.01,
at any time prior to March 1, 2005, the Company may, on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under this First Supplemental Indenture with the net proceeds of one or more
Equity Offerings at a redemption price equal to 107.625% of the aggregate
principal amount

                                      21

<PAGE>

thereof; provided that at least 65% in aggregate principal amount of the Notes
originally issued remain outstanding immediately after the occurrence of such
redemption and that such redemption occurs within 180 days of the date of the
closing of such Equity Offering.

         (c) Any redemption pursuant to this Section 3.01 shall be made pursuant
to the provisions of Section 3.01 through 3.06 of the Base Indenture.

Section 3.02.     Mandatory Redemption.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

Section 3.03.     Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.06 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.06 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

         If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

         (a) that the Asset Sale Offer is being made pursuant to this Section
3.03 and Section 4.06 hereof and the length of time the Asset Sale Offer shall
remain open;

         (b) the Offer Amount, the purchase price and the Purchase Date;

         (c) that any Note not tendered or accepted for payment shall continue
to accrete or accrue interest;

         (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest after the Purchase Date;

         (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may elect to have Notes purchased in integral multiples of $1,000
only;

                                      22

<PAGE>

         (f) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

         (g) that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

         (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

         (i) that Holders whose Notes were purchased only in part shall be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer).

         On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.03. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

         Other than as specifically provided in this Section 3.03, any purchase
pursuant to this Section 3.03 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Base Indenture.

                                  ARTICLE 4.
                                  COVENANTS

         Pursuant to Section 2.01(l) of the Base Indenture, so long as any of
the Notes are outstanding, the Company covenants and agrees, in addition to the
covenants and agreements contained in Article 4 of the Base Indenture, as
follows with respect to the Notes; provided that Section 4.07 of the Base
Indenture shall not be applicable to the Notes:

Section 4.01.     Additional Interest on Defaulted Interest.

         The following paragraph shall supercede and replace in its entirety the
second paragraph of Section 4.01 of the Base Indenture:

                                      23

<PAGE>

         The Company shall jointly and severally pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable
interest rate on the Notes to the extent lawful; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace period)
at the same rate to the extent lawful.

Section 4.02.     Reports.

         The following provisions shall supercede and replace in its entirety
the Section 4.03 of the Base Indenture:

         (a) Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations for a company subject to
Section 13 or 15(d) under the Exchange Act: (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if the Company (or, taking into account Rule 3-10
of Regulation S-X or any successor rule or regulation, the Parent Guarantor)
were required to file such forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with respect to
the annual information only, a report on the annual financial statements by the
Company's (or the Parent Guarantor's) certified independent accountants; and
(ii) all current reports that would be required to be filed with the SEC on Form
8-K if the Company (or the Parent Guarantor) were required to file such reports.
The Company shall at all times comply with TIA [sec] 314(a).

         (b) If either of the Company or any Subsidiary Guarantor has designated
any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and
annual financial information required by the preceding paragraph will include,
either on the face of the financial statements or in the footnotes thereto, and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations, a reasonably
detailed summary of the Company and the Restricted Subsidiaries separate from
the financial condition and results of operations of the Unrestricted
Subsidiaries containing line items substantially consistent with those contained
in the summary section of the offering memorandum with respect to the Offering.

Section 4.03.     Restricted Payments.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly: (i) declare or pay any dividend or make any other
payment or distribution on account of the Company's or any Restricted
Subsidiary's Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation involving the Company or any
Restricted Subsidiary) or to the direct or indirect holders of the Company's or
any Restricted Subsidiary's Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company and other than dividends or distributions
payable to the Company or a Restricted Subsidiary); (ii) purchase, redeem or
otherwise acquire or retire for value (including, without limitation, in
connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or of any direct or indirect parent of the Company
(other than any such Equity Interests owned by the Company or a Restricted
Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Subsidiary Guarantees, except a payment of
interest or principal at the Stated Maturity thereof (except for payments into a
trust within one year of the stated maturity of any such Subordinated
Indebtedness which payments effect a defeasance or discharge of such
Indebtedness); or (iv) make any Restricted Investment (all such payments and
other actions set forth in clauses (i) through (iv) above being collectively
referred to as "Restricted Payments"), unless, at the time of and after giving
effect to such Restricted Payment:

                                      24

<PAGE>

         (a)      no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence of such Restricted Payment;

         (b) the Company, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the applicable four-quarter period, would have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Leverage
Ratio test set forth in Section 4.05 hereof; and

         (c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries on
or after the date of this First Supplemental Indenture (excluding Restricted
Payments permitted by clauses (b), (c), (d), (e), (f) and (g), of the next
succeeding paragraph), is less than the sum, without duplication, of:

                  (i)      (x) 100% of the aggregate Consolidated Cash Flow of
         the Company (or, in the event such Consolidated Cash Flow shall be a
         deficit, minus 100% of such deficit) accrued for the period beginning
         on the first day of the first calendar month commencing after the date
         of this First Supplemental Indenture and ending on the last day of the
         most recently completed fiscal quarter for which the Company has filed
         consolidated financial statements with the SEC or first provided
         consolidated financial statements to Holders of the Notes, less (y) 1.4
         times Consolidated Interest Expense for the same period, plus

                  (ii)     100% of the aggregate net proceeds (including the
         fair market value of property other than cash or Cash Equivalents)
         received by the Company on or after the date of this First Supplemental
         Indenture from (a) any parent as a capital contribution or (b) the
         issue or sale of Equity Interests of the Company (other than
         Disqualified Stock), or of Disqualified Stock or debt securities of the
         Company that have been converted into such Equity Interests (other than
         Equity Interests (or Disqualified Stock or convertible debt securities)
         sold to a Restricted Subsidiary and other than Disqualified Stock or
         convertible debt securities that have been converted into Disqualified
         Stock), plus

                  (iii)    to the extent that any Unrestricted Subsidiary is
         redesignated as a Restricted Subsidiary after the date of this First
         Supplemental Indenture, the fair market value of the Company's
         Investment in such Subsidiary as of the date of such redesignation,
         plus

                  (iv)     to the extent that all or any part of a Restricted
         Investment is sold for cash or otherwise liquidated, retired or repaid
         for cash, the lesser of (a) the net cash proceeds received by us or any
         Restricted Subsidiary therefrom (less the cost of disposition, if any)
         and (b) the initial amount of such Restricted Investment, plus

                  (v)      the aggregate amount returned in cash with respect to
         Restricted Investments made after the date of this First Supplemental
         Indenture whether through interest payments, principal payments,
         dividends or other distributions.

         The preceding provisions shall not prohibit:

                  (a)      the payment of any dividend within 60 days after the
         date of declaration of the dividend, if at the date of declaration the
         dividend payment would have complied with the provisions of this First
         Supplemental Indenture;

                  (b)      the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Restricted Subsidiary or of any Equity Interests of the Company in
         exchange for, or out of the net cash proceeds of the substantially

                                      25

<PAGE>

         concurrent sale (other than to a Restricted Subsidiary) of, Equity
         Interests of the Company (other than Disqualified Stock); provided that
         the amount of any such net cash proceeds that are utilized for any such
         redemption, repurchase, retirement, defeasance or other acquisition
         shall be excluded from clause (c) (ii) of the preceding paragraph;

                  (c)      the defeasance, redemption, repurchase or other
         acquisition of subordinated Indebtedness of the Company or any
         Restricted Subsidiary with the net cash proceeds from an incurrence of
         Permitted Refinancing Indebtedness;

                  (d)      the payment of any dividend by a Restricted
         Subsidiary of the Company to the holders of its common Equity Interests
         on a pro rata basis;

                  (e)      payment of dividends on Disqualified Stock the
         incurrence of which was permitted by this First Supplemental Indenture;

                  (f)      repurchases of Equity Interests deemed to occur upon
         the cashless exercise of stock options; and

                  (g)      dividends or distributions by the Company to the
         Parent Guarantor for (i) bona fide costs and operating expenses
         directly related to the operations of the Company and the Restricted
         Subsidiaries, (ii) other bona fide costs and expenses not to exceed an
         aggregate of $15.0 million in any calendar year, plus (iii) so long as
         no Default or Event of Default has occurred and is continuing, amounts
         necessary to fund interest payments and other required payments on the
         Existing Debentures, except during any period during which interest on
         the Existing Debentures has been deferred in accordance with their
         terms.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.03 shall be determined by the Board of Directors whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Director's determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if such
fair market value exceeds $10.0 million.

Section 4.04.     Dividend and Other Payment Restrictions Affecting
Subsidiaries.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

         (a) pay dividends or make any other distributions on its Capital Stock
to an Issuer or any Restricted Subsidiary, or with respect to any other interest
or participation in, or measured by, its profits, or pay any indebtedness owed
to the Company or any Restricted Subsidiary;

         (b) make loans or advances to the Company or any Restricted Subsidiary;
or

         (c) transfer any of its properties or assets to the Company or any
Restricted Subsidiary.

However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

                                      26

<PAGE>

                  (i)      agreements governing Existing Indebtedness and Credit
         Facilities as in effect on the date of this First Supplemental
         Indenture and any amendments, modifications, restatements, renewals,
         increases, supplements, refundings, replacements or refinancings of
         those agreements; provided that such amendments, modifications,
         restatements, renewals, increases, supplements, refundings, replacement
         or refinancings are no more restrictive, taken as a whole, with respect
         to such dividend and other payment restrictions than those contained in
         those agreements as in effect on the date of this First Supplemental
         Indenture;

                  (ii)     this First Supplemental Indenture, the Notes and the
         Subsidiary Guarantees;

                  (iii)    applicable law, rule, regulation or order;

                  (iv)     any instrument governing Indebtedness of a Person
         acquired by the Company or any Restricted Subsidiary as in effect at
         the time of such acquisition, which encumbrance or restriction is not
         applicable to any Person, or the properties or assets of any Person,
         other than the Person, or the property or assets of the Person, so
         acquired; provided that, in the case of Indebtedness, such Indebtedness
         was permitted by the terms of this First Supplemental Indenture to be
         incurred;

                  (v)      customary non-assignment provisions in leases entered
         into in the ordinary course of business and consistent with past
         practices;

                  (vi)     purchase money obligations (including Capital Lease
         Obligations) for property acquired in the ordinary course of business
         that impose restrictions only on that property of the nature described
         in clause (c) above;

                  (vii)    contracts for the sale of assets, including without
         limitation any agreement for the sale or other disposition of a
         Restricted Subsidiary that restricts distributions by that Restricted
         Subsidiary pending its sale or other disposition;

                  (viii)   Permitted Refinancing Indebtedness; provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are no more restrictive, taken as a whole,
         than those contained in the agreements governing the Indebtedness being
         refinanced;

                  (ix)     Liens securing Indebtedness otherwise permitted to be
         incurred under the provisions of Section 4.08 hereof that limit the
         right of the debtor to dispose of the assets subject to such Liens;

                  (x)      provisions with respect to the disposition or
         distribution of assets or property in joint venture agreements, assets
         sale agreements, stock sale agreements and other similar agreements
         entered into in the ordinary course of business; and

                  (xi)     restrictions on cash or other deposits or net worth
         imposed by customers under contracts entered into in the ordinary
         course of business.

Section 4.05.     Incurrence of Indebtedness and Issuance of Preferred Stock.

         The Company shall not, and shall cause its Restricted Subsidiaries not
to, directly, or indirectly, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to (collectively, "incur") any Indebtedness (including Acquired Debt),
Disqualified Stock or preferred stock; provided, however, that the Company or
any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or
issue shares of Disqualified Stock if the Company's

                                      27

<PAGE>

Leverage Ratio at the time of incurrence of such Indebtedness or the issuance of
such Disqualified Stock or such preferred stock, as the case may be, after
giving pro forma effect to such incurrence or issuance as of such date and to
the use of the proceeds therefrom as if the same had occurred at the beginning
of the most recently ended four full fiscal quarter period of the Company for
which the Company has filed consolidated financial statements with the SEC or
first provided consolidated financial statements to Holders of the Notes, would
have been no greater than 7.0 to 1.

         The provisions of the first paragraph of this Section 4.05 shall not
prohibit any of the following (collectively, "Permitted Indebtedness"):

                  (i)      the incurrence by the Company and any Subsidiary
         Guarantor of additional Indebtedness and letters of credit under
         Credit Facilities in an aggregate principal amount at any one time
         outstanding under this clause (i) (with letters of credit being
         deemed to have a principal amount equal to the maximum potential
         liability of the Company and its Restricted Subsidiaries thereunder)
         not to exceed $650.0 million less the aggregate amount applied by the
         Company or the Subsidiary Guarantors to permanently reduce the
         availability of Indebtedness under the Credit Agreement pursuant to
         Section 4.06 hereof;

                  (ii)     the incurrence by the Company and its Restricted
         Subsidiaries of the Existing Indebtedness;

                  (iii)    the incurrence by the Company and the Subsidiary
         Guarantors of Indebtedness represented by the Notes and the related
         Subsidiary Guarantees to be issued on the date of this First
         Supplemental Indenture;

                  (iv)     the incurrence by the Company or any Restricted
         Subsidiary of Indebtedness represented by Capital Lease Obligations,
         mortgage financings or purchase money obligations, in each case
         incurred for the purpose of financing all or any part of the purchase
         price or cost of construction or improvement of property, plant or
         equipment whether through the direct purchase of assets or at least a
         majority of the Voting Stock of any person owning such assets, in an
         aggregate principal amount, including all Permitted Refinancing
         Indebtedness incurred to refund, refinance or replace any
         Indebtedness incurred pursuant to this clause (iv) not to exceed
         $20.0 million at any time outstanding;

                  (v)      the incurrence by the Company or any Restricted
         Subsidiary of Permitted Refinancing Indebtedness in exchange for, or
         the proceeds of which are used to refund, refinance or replace
         Indebtedness (other than intercompany Indebtedness) that was permitted
         by this First Supplemental Indenture to be incurred under the first
         paragraph of this Section 4.05, this clause (v) or clauses (ii), (iii),
         (iv), (xii) or (xiii) of this paragraph.

                  (vi)     the incurrence by the Company or any Restricted
         Subsidiary of intercompany Indebtedness between or among the Company
         and any of its Restricted Subsidiaries; provided, however, that (a)
         if we or a Subsidiary Guarantor is the obligor on intercompany
         Indebtedness owed to a Restricted Subsidiary that is not a Subsidiary
         Guarantor, such intercompany Indebtedness must be expressly
         subordinated to the prior payment in full in cash of all Obligations
         with respect to the Notes or the relevant Subsidiary Guarantee, as
         applicable, and (b)(x) any subsequent issuance or transfer of Equity
         Interests that results in any such Indebtedness being held by a
         Person other than the Company or a Restricted Subsidiary of the
         Company or (y) any sale or other transfer of any such Indebtedness to a
         Person other than the Company or a Restricted Subsidiary of the
         Company, shall be deemed, in each case, to constitute at the time of
         such issuance or transfer an incurrence of such Indebtedness by the
         Company or such Restricted Subsidiary, as the case may be, that was
         not permitted by this clause (vi);

                                      28

<PAGE>

                  (vii)    the incurrence by the Company or any Restricted
         Subsidiary of Hedging Obligations that are incurred for the purpose of
         fixing or hedging (x) interest rate risk with respect to any floating
         rate Indebtedness that is permitted by the terms of this First
         Supplemental Indenture to be outstanding or (y) currency exchange rate
         risk in the ordinary course of business;

                  (viii)   the guarantee by the Company of Indebtedness of any
         of Restricted Subsidiary or by any Restricted Subsidiary of
         Indebtedness of the Company or any other Restricted Subsidiary, in each
         case that is permitted to be incurred by another provision of this
         covenant; provided, however, that such guarantee may be on a senior
         basis if the Indebtedness being guaranteed is Senior Indebtedness, but
         otherwise shall be pari passu with any Indebtedness being guaranteed
         that is pari passu with the Notes or the relevant Subsidiary Guarantee,
         or shall be on a subordinated basis if the Indebtedness being
         guaranteed is subordinated to the Notes or the relevant Subsidiary
         Guarantee, in which event such guarantee shall be subordinated at least
         to the same extent as the Indebtedness being guaranteed is subordinated
         to the Notes or the relevant Subsidiary Guarantee, as the case may be;

                  (ix)     the incurrence of Indebtedness by the Company or any
         Restricted Subsidiary constituting reimbursement obligations with
         respect to letters of credit issued in the ordinary course of business,
         including without limitation letters of credit in respect to workers'
         compensation claims or self-insurance, or other Indebtedness with
         respect to reimbursement type obligations regarding workers'
         compensation claims; provided, however, that upon the drawing of such
         letters of credit or the incurrence of such Indebtedness, such
         obligations are reimbursed within 30 days following such drawing or
         incurrence;

                  (x)      the incurrence of Obligations in respect of
         performance and surety bonds and completion guarantees provided by the
         Company or any Restricted Subsidiary in the ordinary course of
         business;

                  (xi)     the incurrence by any Unrestricted Subsidiary of
         Non-Recourse Debt, provided, however, that if any such Indebtedness
         ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such
         event will be deemed to constitute an incurrence of Indebtedness by a
         Restricted Subsidiary of the Company that was not permitted by this
         clause (xi);

                  (xii)    the incurrence by the Company or any Restricted
         Subsidiary of additional Indebtedness in an aggregate principal amount
         (or accreted value, as applicable) at any time outstanding, including
         all Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness incurred pursuant to this clause (xii), not to
         exceed $20.0 million; and

                  (xiii)   Acquisition Debt of the Company or a Restricted
         Subsidiary if (a) such Acquisition Debt is incurred within 270 days
         after the date on which the related definitive acquisition agreement or
         LMA, as the case may be, was entered into by the Company or such
         Restricted Subsidiary, (b) the aggregate principal amount of such
         Acquisition Debt is no greater than the aggregate principal amount of
         Acquisition Debt set forth in a notice from the Company to the Trustee
         (an "Incurrence Notice") within ten days after the date on which the
         related definitive acquisition agreement or LMA, as the case may be,
         was entered into by the Company or such Restricted Subsidiary, which
         notice shall be executed on the Company's behalf by the chief financial
         officer of the Company in such capacity and shall describe in
         reasonable detail the acquisition or LMA, as the case may be, which
         such Acquisition Debt shall be incurred to finance, (c) after giving
         pro forma effect to the acquisition or LMA, as the case may be,
         described in such Incurrence Notice, the Company or such Restricted
         Subsidiary could have incurred such Acquisition Debt under the first
         paragraph of this Section 4.05 as of the date upon which the Company
         delivers such Incurrence Notice to the Trustee and (d) such Acquisition
         Debt, when

                                      29

<PAGE>

         actually incurred, is utilized solely to finance the acquisition or
         LMA, as the case may be, described in such Incurrence Notice (including
         to repay or refinance indebtedness or other obligations incurred in
         connection with such acquisition or LMA, as the case may be, and to pay
         related fees and expenses); provided, however, that the Company shall
         be entitled to deliver a subsequent notice or notices to the Trustee
         that the Company is reducing the amount of Acquisition Debt specified
         in a prior notice or notices to the Trustee pursuant to clause (a) of
         this clause (xiii), in which case from and after the date of such later
         notice, only the amount of Acquisition Debt specified in such later
         notice shall be given effect pursuant to this clause (d) or incurred
         pursuant to this clause (xiii).

         For purposes of determining compliance with this Section 4.05, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Indebtedness described in clauses (i) through
(xiii) above, or is entitled to be incurred pursuant to the first paragraph of
this Section 4.05, the Company shall be permitted to classify such item of
Indebtedness on the date of its incurrence, or later reclassify all or a portion
of such item of Indebtedness, in any manner that complies with this Section
4.05. Accrual of interest, accretion or amortization of original issue discount,
the payments of dividends in kind and the accretion of accreted value shall not
be deemed to be an incurrence of Indebtedness for purposes of this Section 4.05.
Indebtedness under Credit Facilities outstanding on the date on which Notes are
first issued and authenticated under the Indenture shall be deemed to have been
incurred on such date in reliance on the exception provided by clause (i) of the
definition of Permitted Indebtedness.

Section 4.06.     Asset Sales.

         (a)      The Company shall not, and shall not permit any Restricted
Subsidiary to, consummate an Asset Sale unless:

                  (i)      The Company or the Restricted Subsidiary, as the case
         may be, receives consideration at the time of the Asset Sale at least
         equal to the fair market value of the assets or Equity Interests issued
         or sold or otherwise disposed of;

                  (ii)     the fair market value is determined by the Board of
         Directors and evidenced by a resolution of the Board of Directors set
         forth in an Officers' Certificate delivered to the Trustee; and

                  (iii)    at least 75% of the consideration received in the
         Asset Sale by the Company or such Restricted Subsidiary is in the form
         of cash or Cash Equivalents, except to the extent the Company is
         undertaking a Permitted Asset Swap. For purposes of this provision and
         the next paragraph, each of the following shall be deemed to be cash:

                           (A) any liabilities, as shown on the Company's or
                  such Restricted Subsidiary's most recent balance sheet, of the
                  Company or any Restricted Subsidiary (other than contingent
                  liabilities and liabilities that are by their terms
                  subordinated to the Notes or any Subsidiary Guarantee) that
                  are assumed by the transferee of any such assets and the
                  lender releases the Company or such Restricted Subsidiary from
                  further liability; and

                           (B) any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are converted by the Company or such
                  Restricted Subsidiary within 90 days into cash or Cash
                  Equivalents, to the extent of the cash or Cash Equivalents
                  received in that conversion.

                                      30

<PAGE>

         Notwithstanding the foregoing, the Company or any Restricted Subsidiary
shall be permitted to consummate an Asset Sale without complying with the
foregoing if:

                  (x)      the Company or such Restricted Subsidiary receive
         consideration at the time of such Asset Sale at least equal to the fair
         market value of the assets or other property sold, issued or otherwise
         disposed of:

                  (y)      the fair market value is determined by the Board
         of Directors and evidenced by a resolution of the Board of
         Directors set forth in an Officers' Certificate delivered to the
         Trustee; and

                  (z)      at least 75% of the consideration for such Asset Sale
         constitutes a majority of the Voting Stock of a Permitted Business,
         assets used or useful in a Permitted Business and/or cash;

provided that any cash (other than any amount deemed cash under clause (iii)(A)
of the preceding paragraph) received by the Company or such Restricted
Subsidiary in connection with any Asset Sale permitted to be consummated under
this paragraph shall constitute Net Proceeds subject to the provisions of the
following paragraph.

         (b) Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, provided that (1) such Net Proceeds either singularly or when
aggregated with all other Net Proceeds from all Asset Sales consummated since
the date of this First Supplemental Indenture exceed $10.0 million, the Company
or such Restricted Subsidiary may apply those Net Proceeds at its option:

                  (i)      to repay Senior Indebtedness and, if the Senior
         Indebtedness repaid is revolving credit Indebtedness, to
         correspondingly reduce commitments with respect thereto;

                  (ii)     to acquire (or enter into a binding agreement to
         acquire, provided that such commitment shall be subject only to
         customary conditions and such acquisition shall be consummated within
         180 days after the end of such 365-day period) all or substantially
         all of the assets of, or a majority of the Voting Stock of, another
         Permitted Business, or the minority interest in a Restricted
         Subsidiary other than a Subsidiary Guarantor;

                  (iii)    to make capital expenditures; or

                  (iv)     to acquire (or enter into a binding agreement to
         acquire, provided that such commitment shall be subject only to
         customary conditions and such acquisition shall be consummated within
         180 days after the end of such 365-day period) other assets that are
         used or useful in a Permitted Business.

         Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by the Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall
make an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100%
of principal amount plus accrued and unpaid interest to the date of purchase,
and shall be payable in cash. If any

                                      31

<PAGE>

Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use those Excess Proceeds for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

         (c) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this First Supplemental Indenture, the Company shall comply with
the applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Asset Sale provisions of this First
Supplemental Indenture by virtue of such conflict.

Section 4.07.     Transactions with Affiliates.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
"Affiliate Transaction"), unless:

         (a) the Affiliate Transaction is on terms that are no less favorable
to the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and

         (b) the Company delivers to the Trustee:

                  (i)      with respect to any Affiliate Transaction or series
         of related Affiliate Transactions involving aggregate consideration in
         excess of $2.0 million, a resolution of the Board of Directors set
         forth in an Officers' Certificate certifying that such Affiliate
         Transaction complies with this Section 4.07 and that such Affiliate
         Transaction has been approved by a majority of the disinterested
         members of the Board of Directors; and

                  (ii)     with respect to any Affiliate Transaction or series
         of related Affiliate Transactions involving aggregate consideration in
         excess of $10.0 million, an opinion as to the fairness to the Company
         of such Affiliate Transaction from a financial point of view issued by
         an accounting, appraisal or investment banking firm of national
         standing.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of the prior paragraph:

         (a)      any employment agreement entered into by the Company or any
Restricted Subsidiary in the ordinary course of business and consistent with the
past practice of the Company or such Restricted Subsidiary;

         (b)      transactions between or among the Company and/or its
Restricted Subsidiaries;

         (c)      loans, advances, payment of reasonable fees, indemnification
of directors, or similar arrangements to officers, directors, employees and
consultants who are not otherwise Affiliates of the Company;

                                      32

<PAGE>

         (d)      sales of Equity Interests (other than Disqualified Stock) to
Affiliates of the Company;

         (e)      agreements in effect at the date of this First Supplemental
Indenture or any amendment thereto so long as such amendment is no less
favorable to the Company or such Restricted Subsidiary in any material respect
that the original agreement as in effect on the date of this First Supplemental
Indenture;

         (f)      services to be provided to any Unrestricted Subsidiary of the
Company or any Restricted Subsidiary in the ordinary course of business, which
the Board of Directors has determined, pursuant to a resolution thereof, are
provided on terms at least as favorable to the Company and its Restricted
Subsidiaries as those that would have been obtained in a comparable transaction
with an unrelated Person; and

         (g)      Permitted Investments and Restricted Payments that are
permitted by the provisions of this First Supplemental Indenture described under
Section 4.03.

Section 4.08.     Liens.

         The Company shall not, and shall not permit any Subsidiary Guarantor
to, directly or indirectly, create, incur, assume or suffer to exist any Lien of
any kind on any asset now owned or hereafter acquired of the Company or such
Subsidiary Guarantor securing Indebtedness ranking pari passu with, or junior to
the Notes or the Subsidiary Guarantees (other than Permitted Liens), unless all
Obligations in respect of the Notes, the Subsidiary Guarantees and this First
Supplemental Indenture are secured on an equal and ratable basis with (if such
secured Indebtedness is pari passu with the Notes or the Subsidiary Guarantee,
as the case may be; and otherwise on a senior basis to) the Indebtedness so
secured until such Indebtedness is no longer secured by a Lien.

Section 4.09.     Offer to Repurchase Upon Change of Control.

         (a) Upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest to the date of purchase ( the "Change of Control
Payment"). Within 10 business days following any Change of Control, the Company
shall mail a notice to each Holder stating: (1) that the Change of Control Offer
is being made pursuant to this Section 4.09 and that all Notes tendered will be
accepted for payment; (2) the purchase price and the purchase date, which shall
be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered
will continue to accrue interest; (4) that, unless the Company defaults in the
payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date; (5) that Holders electing to have any Notes
purchased pursuant to a Change of Control Offer will be required to surrender
the Notes, with the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Notes completed, to the Paying Agent at the address specified in
the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date; (6) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the second Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased; and (7) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and

                                      33

<PAGE>

regulations thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of Notes in connection with a Change of Control.

         (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof properly tendered and (3) deliver or cause to be delivered
to the Trustee the Notes properly accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail to each
Holder of Notes properly tendered and accepted the Change of Control Payment for
such Notes, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each
new Note shall be in a principal amount of $1,000 or an integral multiple
thereof.

         (c) Prior to complying with any of the provisions of this Section
4.09, but in any event within 90 days following a Change of Control, the Company
will either pay all outstanding Senior Indebtedness or obtain the requisite
consents, if any, under all the agreements governing outstanding Senior
Indebtedness to permit the repurchase of the Notes required by this covenant.
The Company will publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date.

         (d) Notwithstanding anything to the contrary in this Section 4.09, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.09 and Section 3.03 hereof and all other provisions of the Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer.

Section 4.10.     No Senior Subordinated Debt.

         The Company shall not incur, create, issue, assume, guarantee, or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Indebtedness of the Company and senior in any
respect in right of payment to the Notes. No Subsidiary Guarantor shall incur,
create, issue, assume, guarantee or otherwise become liable for any Indebtedness
that is subordinated or junior in right of payment to the Senior Indebtedness of
such Guarantor and senior in any respect in right of payment to such Guarantor's
Subsidiary Guarantee.

Section 4.11.     Additional Subsidiary Guarantees.

         If the Company or any of its Restricted Subsidiaries acquires or
creates another Domestic Subsidiary after the date of this First Supplemental
Indenture, excluding all Subsidiaries that have been properly designated as
Unrestricted Subsidiaries in accordance with this First Supplemental Indenture
for so long as they continue to constitute Unrestricted Subsidiaries, then that
newly acquired or created Domestic Subsidiary shall become a Subsidiary
Guarantor and execute a supplemental Indenture and deliver an opinion of counsel
satisfactory to the Trustee within 10 Business Days of the date on which it was
acquired or created; provided, however, that if a Subsidiary of the Company that
is not a Guarantor guarantees the Indebtedness of the Company or a Subsidiary
Guarantor, such guarantee may be on a senior basis if the Indebtedness being
guaranteed is Senior Indebtedness, but otherwise shall be pari passu with any
Indebtedness being guaranteed that is pari passu with the Notes, or shall be on
a subordinated basis if the Indebtedness being guaranteed is subordinated to the
Notes, in which event such guarantee shall be subordinated at least to the same
extent the Indebtedness being guaranteed is subordinated to the Notes.

                                      34

<PAGE>

Section 4.12.     Limitation on Issuances of Equity Interests in Wholly Owned
Subsidiaries.

         The Company (i) shall not, and shall not permit any of its Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Equity Interest in any Wholly Owned Subsidiaries of the Company to any Person
(other than the Company or a Wholly Owned Restricted Subsidiary of the Company),
unless (a) as a result of such transfer, conveyance, sale, lease or other
disposition or issuance such Restricted Subsidiary no longer constitutes a
Subsidiary and (b) the cash Net Proceeds from such transfer, conveyance, sale,
lease or other disposition are applied in accordance with Section 4.06 hereof
and (ii) shall not permit any Restricted Subsidiary to issue any of its Equity
Interests (other than, if necessary, shares of its Capital Stock constituting
directors' qualifying shares) to any Person other than to the Company or a
Wholly Owned Restricted Subsidiary of the Company.

Section 4.13.     Payments for Consent.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this First Supplemental Indenture
or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to such consent, waiver or
agreement.

Section 4.14.     Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary (or any
Person that upon its acquisition otherwise would become a Restricted Subsidiary)
to be an Unrestricted Subsidiary if that designation would not cause a Default
or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments owned
by the Company and the Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under
the first paragraph of Section 4.03 hereof or Permitted Investments, as
determined by the Company. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default or Event of Default.

                                   ARTICLE 5.
                                   SUCCESSORS

         Pursuant to Section 2.01(r) of the Base Indenture, so long as any of
the Notes are outstanding, the following provision shall supercede and replace
in its entirety Section 5.01 of the Base Indenture with respect to the Notes:

Section 5.01.     Merger, Consolidation, or Sale of Assets.

         An Issuer shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not such Issuer is the surviving
Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of such Issuer and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless:

                  (i)      either: (x) such Issuer is the surviving Person; or
         (y) the Person formed by or surviving any such consolidation or merger
         (if other than such Issuer) or to which such sale, assignment,
         transfer, conveyance or other disposition has been made is an entity
         organized or

                                      35

<PAGE>

         existing under the laws of the United States, any state of the United
         States or the District of Columbia;

                  (ii)     the Person formed by or surviving any such
         consolidation or merger (if other than such Issuer) or the Person to
         which such sale, assignment, transfer, conveyance or other disposition
         has been made assumes all of the obligations of such Issuer under the
         Notes and this First Supplemental Indenture pursuant to a supplemental
         indenture reasonably satisfactory to the Trustee;

                  (iii)    immediately after such transaction no Default or
         Event of Default exists; and

                  (iv)     such Issuer or the Person formed by or surviving
         any such consolidation or merger (if other than such Issuer), or to
         which such sale, assignment, transfer, conveyance or other disposition
         has been made (x) shall, on the date of such transaction after giving
         pro forma effect thereto and any related financing transactions as if
         the same had occurred at the beginning of the applicable four-quarter
         period, be permitted to incur at least $1.00 of additional
         Indebtedness pursuant to the Leverage Ratio test set forth in the
         first paragraph of Section 4.05, or (y) would have a lower Leverage
         Ratio immediately after the transaction, after giving pro forma effect
         to the transaction as if the transaction had occurred at the beginning
         of the applicable four quarter period, than the Company's Leverage
         Ratio immediately prior to the transaction.

         The preceding clause (iv) shall not prohibit: (x) a merger between an
Issuer and one of such Issuer's Wholly Owned Restricted Subsidiaries; or (y) a
merger between an Issuer and one of such Issuer's Affiliates incorporated solely
for the purpose of reincorporating in another state of the United States.

         In addition, an Issuer shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. The provisions of this Section 5.01 shall not
apply to a sale, assignment, transfer, conveyance or other disposition of assets
between or among an Issuer and any of its Wholly Owned Restricted Subsidiaries.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

         Pursuant to Section 2.01(m) of the Base Indenture, so long as any Notes
are outstanding, the following provisions shall supercede and replace in their
entirety Sections 6.01 and 6.02 of the Base Indenture with respect to the Notes;
provided that, for purposes of the Notes, references in Section 6.08 of the Base
Indenture to Section 6.01(1) and 6.01(2) thereof shall be deemed to refer to
Sections 6.01(a) and 6.01(b), respectively, of this First Supplemental Indenture
and references in Section 7.07 of the Base Indenture to Section 6.01(4) and
6.01(5) thereof shall be deemed to refer to Sections 6.01(h) and 6.01(i),
respectively, of this First Supplemental Indenture.

Section 6.01.     Events of Default.

         An "Event of Default" occurs if:

         (a) the Company defaults in the payment when due of interest on
the Notes and such default continues for a period of 30 days;

         (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of the Indenture) when the same

                                      36

<PAGE>

becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise;

         (c) the Company or any Restricted Subsidiary fails to comply with
any of the provisions of Section 4.09 hereof;

         (d) the Company or any Restricted Subsidiary fails to comply with
any of the provisions of Section  4.03, 4.05, 4.06 or 5.01 hereof for 30
days;

         (e) the Company or any Restricted Subsidiary fails to observe or
perform any other covenant, representation, warranty or other agreement in the
Indenture for 60 days after notice to the Company by the Trustee or the Holders
of at least 25% in aggregate principal amount of the Notes (including Additional
Notes, if any) then outstanding voting as a single class;

         (f) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of the Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of the
Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or
is created after the date hereof, which default (i) is caused by a failure to
pay principal of such Indebtedness at the final Stated Maturity thereof (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $15.0 million or more;

         (g) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary and such judgment or
judgments remain undischarged for a period (during which execution shall not be
effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $10.0 million;

         (h) the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:

                  (i)      commences a voluntary case,

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

                  (iii)    consents to the appointment of a custodian of it or
         for all or substantially all of its property,

                  (iv)     makes a general assignment for the benefit of its
         creditors, or

                  (v)      generally is not paying its debts as they become
         due; or

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

                  (i)      is for relief against the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken
         as a whole, would constitute a Significant Subsidiary in an
         involuntary case;

                  (ii)     appoints a custodian of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary or for all or

                                      37

<PAGE>

         substantially all of the property of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary; or

                  (iii)    orders the liquidation of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary;

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

         (j) except as permitted by the Indenture, any Subsidiary Guarantee of a
Significant Subsidiary is held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Significant Subsidiary that is a Guarantor, or any Person acting on behalf of
any such Guarantor, shall deny or disaffirm its obligations under such
Guarantor's Subsidiary Guarantee.

Section 6.02.     Acceleration.

         If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Significant Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately;
provided, however, that until the Credit Agreement has been paid in full in
cash, no principal or accrued interest under the Notes shall become due and
payable until the earlier of (a) the date on which the Indebtedness under the
Credit Agreement shall been declared, or shall become or be, due and payable or
(b) the day that is five Business Days after the date on which the agent(s)
under the Credit Agreement is given written notice in accordance with the
provisions of the Credit Agreement of such declaration of acceleration of the
Notes. Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, any
of its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary, all outstanding Notes shall be
due and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

         In the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration
of any Indebtedness described in clause (f) of Section 6.01 hereof, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (f) of Section 6.01 hereof have
rescinded the declaration of acceleration in respect of the Indebtedness and if
(i) the annulment of the acceleration of Notes would not conflict with any
judgment or decree of a court of competent jurisdiction; and (ii) all existing
Events of Default, except nonpayment of principal or interest on the Notes that
became due solely because of the acceleration of the Notes, have been cured or
waived.

         If an Event of Default occurs on or after March 1, 2007 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have been required to pay if the Company then had elected to redeem the
Notes pursuant to Section 3.01 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in the Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to March 1, 2007
by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date,

                                      38

<PAGE>

then, upon acceleration of the Notes, an additional premium shall also become
and be immediately due and payable in an amount, for each of the years beginning
on of the years set forth below, as set forth below (expressed as a percentage
of the principal amount of the Notes on the date of payment that would otherwise
be due but for the provisions of this sentence):

Year                                                                Percentage
----                                                                ----------
2003...........................................................      107.625%
2004...........................................................      106.672%
2005...........................................................      105.719%
2006 and thereafter............................................      104.766%

Notwithstanding any provision to the contrary herein, the Trustee shall not be
obligated to take any action with respect to the provisions of this paragraph
unless directed to do so pursuant to Section 6.05 of the Base Indenture.

                                   ARTICLE 7.
                        AMENDMENT, SUPPLEMENT AND WAIVER

         Pursuant to Section 2.01(r) of the Base Indenture, so long as any Notes
are outstanding, the following provisions shall supercede and replace Sections
9.01 and 9.02 of the Base Indenture with respect to the Notes:

Section 7.01.     Without Consent of Holders of Notes.

         Notwithstanding Section 7.02 of this First Supplemental Indenture, but
subject to the provisions of Article 8 hereof, the Company, the Guarantors and
the Trustee may amend or supplement this First Supplemental Indenture , the
Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

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

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

         (c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 of the Base Indenture or Article 9 of this First Supplemental
Indenture;

         (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any such Holder;

         (e) to comply with requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA;

         (f) to provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture as of the date hereof; or

         (g) to allow any Guarantor to execute a supplemental indenture and/or
a Guarantee with respect to the Notes.

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         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 of the Base Indenture, the Trustee shall join with the Company and the
Guarantors in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of the Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under the Indenture or otherwise.

Section 7.02.     With Consent of Holders of Notes.

         Except as provided below in this Section 7.02, but subject to the
provisions of Article 8 hereof, the Company and the Trustee may amend or
supplement the Indenture (including Section 3.03, 4.06 and 4.09 hereof), the
Subsidiary Guarantees and the Notes with the consent of the Holders of at least
a majority in principal amount of the Notes (including Additional Notes, if any)
then outstanding voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 of the Base Indenture and Article
8 hereof, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of the Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes (including
Additional Notes, if any) voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes).

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 of the Base Indenture,
the Trustee shall join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under the Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 7.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. The Holders of a majority in aggregate principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of the Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 7.02 may not
(with respect to any Notes held by a non-consenting Holder):

         (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;

         (b) reduce the principal of or change the fixed maturity of any Note
or alter or waive any of the provisions with respect to the redemption of the
Notes except as provided above with respect to Sections 3.03, 4.06 and 4.09
hereof;

                                      40

<PAGE>

         (c)      reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

         (d)      waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Notes (except a rescission
of acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes (including Additional Notes, if
any) and a waiver of the payment default that resulted from such acceleration);

         (e)      make any Note payable in money other than that stated in the
Notes;

         (f)      make any change in the provisions of the Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest or premium on the Notes;

         (g)      waive a redemption payment with respect to any Note except
as provided above with respect to Sections 3.03, 4.06 and 4.09 hereof;

         (h)      make any change in the foregoing amendment and waiver
provisions; or

         (i)      amend or waive the provisions of Article Eight of this
First Supplemental Indenture in a manner that adversely affects the rights of
the Holders of the Notes; or

         (j)      release any Guarantor from any of its obligations under
its Guarantee or the Indenture, except in accordance with the terms of the
Indenture.

Section 7.03.     Compliance with Trust Indenture Act.

         Every amendment or supplement to this First Supplemental Indenture or
the Notes shall be set forth in a amended or supplemental Indenture that
complies with the TIA as then in effect.

                                    ARTICLE 8.
                                  SUBORDINATION

         Pursuant to Section 2.01(u) of the Base Indenture, so long as any Notes
are outstanding, the following provisions shall be applicable with respect to
the Notes:

Section 8.01.     Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the principal, interest, premium on and all other Obligations arising under the
Notes or this Indenture are subordinated in right of payment, to the extent and
in the manner provided in this Article Eight, to the prior payment in full in
cash of all Senior Indebtedness (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of and enforceable by the holders of Senior Indebtedness.

Section 8.02.     Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or in any marshaling of the Company's
assets and liabilities:

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<PAGE>

                  (i)      holders of Senior Indebtedness shall be entitled
         to receive payment in full in cash of all Obligations due in respect
         of such Senior Indebtedness (including interest after the commencement
         of any such proceeding at the rate and on the terms specified in the
         applicable Senior Indebtedness whether or not a claim for such
         interest would be allowed in such proceeding) before Holders of the
         Notes shall be entitled to receive any payment or distribution of any
         assets or securities with respect to the Notes or on account of any
         purchase or redemption or other acquisition of any Note (except that
         Holders may receive and retain (A) Permitted Junior Securities and (B)
         payments and other distributions made from any defeasance trust
         created pursuant to Section 8.06 of the Base Indenture so long as, on
         the date or dates the respective amounts were paid into trust, such
         payments were made without violating the provisions set forth in this
         Article Eight); and

                  (ii)     until all Obligations with respect to Senior
         Indebtedness (as provided in clause (i) above) are paid in full in
         cash, any payment or distribution to which Holders would be entitled
         but for this Article Eight shall be made to holders of Senior
         Indebtedness (except that Holders of Notes may receive and retain (A)
         Permitted Junior Securities and (B) payments and other distributions
         made from any defeasance trust created pursuant to Section 8.06 of the
         Base Indenture so long as, on the date or dates the respective amounts
         were paid into trust, such payments were made without violating the
         provisions set forth in this Article Eight), as their interests may
         appear.

Section 8.03.     Default on Designated Senior Indebtedness.

         (a) Neither the Company nor any Guarantor may make any payment or
distribution of any assets or securities to the Trustee or any Holder in respect
of the Notes or any applicable Guarantee in respect thereof and may not acquire,
redeem or purchase from the Trustee or any Holder any Notes for cash or property
(other than (A) Permitted Junior Securities and (B) payments and other
distributions made from any defeasance trust created pursuant to Section 8.06 of
the Base Indenture so long as, on the date or dates the respective amounts were
paid into trust, such payments were made without violating the provisions set
forth in this Article Eight) until all principal and other Obligations with
respect to the Designated Senior Indebtedness have been paid in full in cash if:

                  (i)      a default in the payment of any principal of, or
         premium, if any, or interest on or any fees or other Obligations with
         respect to Designated Senior Indebtedness occurs and is continuing (a
         "payment default"); or

                  (ii)     any other default, other than a payment default (a
         "nonpayment default"), on any series of Designated Senior Indebtedness
         occurs and is continuing that permits holders of that series of
         Designated Senior Indebtedness to accelerate its maturity and the
         Trustee receives a notice in writing of the default (a "Payment
         Blockage Notice") from the holders of any Designated Senior
         Indebtedness or their Representative.

         If the Trustee receives any such Payment Blockage Notice, no
subsequent Payment Blockage Notice shall be effective for purposes of this
Section unless and until at least 360 days shall have elapsed since the delivery
of the immediately prior Payment Blockage Notice. No nonpayment default that
existed or was continuing on the date of delivery of any Payment Blockage Notice
to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice unless such default has been cured or waived for a period of not less
than 90 consecutive days.

         (b) The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them:

                                      42

<PAGE>

                  (i)      in the case of a payment default, upon the date which
         the default is cured or waived in writing by the holders of Designated
         Senior Indebtedness or a representative on their behalf, or

                  (ii)     in the case of a nonpayment default, the earlier of:
         (A) the date on which such nonpayment default is cured or waived in
         writing by holders of Designated Senior Indebtedness or a
         representative on their behalf, (B) 179 days after the applicable
         Payment Blockage Notice is received by the Trustee, or (C) the date on
         which the trustee receives notice in writing from or on behalf of the
         holders of Designated Senior Indebtedness to terminate the applicable
         Payment Blockage Notice, unless in any case, the maturity of any such
         Designated Senior Indebtedness has been accelerated,

if this Article Eight otherwise permits the payment, distribution or acquisition
at the time of such payment, distribution or acquisition.

Section 8.04.     Acceleration of Notes.

         If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

Section 8.05.     When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment or
distribution with respect to the Notes (except (A) in Permitted Junior
Securities or (B) from payments and other distributions made from any defeasance
trust created pursuant to Section 8.06 of the Base Indenture so long as on the
date or dates the respective amounts were paid into trust, such payments were
made without violating the provisions set forth in this Article Eight) at a time
when such payment or distribution is prohibited by Section 8.02 or 8.03 hereof,
such payment or distribution shall be held by the Trustee or such Holder, in
trust for the benefit of the holders of Senior Indebtedness, and shall be paid
over and delivered, with any necessary endorsement, upon written request of the
holders of Senior Indebtedness, to the holders of Senior Indebtedness as their
interests may appear or their Representative under this First Supplemental
Indenture or other agreement (if any) pursuant to which Senior Indebtedness may
have been issued, as their respective interests may appear, for application to
the payment of all Obligations with respect to Senior Indebtedness remaining
unpaid to the extent necessary to pay such Obligations in full in cash in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article Eight, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this First Supplemental Indenture against the Trustee. The Trustee shall
not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness,
and shall not be liable to any such holders if the Trustee shall pay over or
distribute to or on behalf of Holders or the Company money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
Eight, except if such payment is made as a result of the willful misconduct or
gross negligence of the Trustee.

Section 8.06.     Notice by Company.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article Eight, but failure to give
such notice shall not affect the subordination of the Notes to the Senior
Indebtedness or the rights of holders of Senior Indebtedness as provided in this
Article Eight.

                                      43

<PAGE>

Section 8.07.     Subrogation.

         No payment or distribution to any holder of Senior Indebtedness
pursuant to this Article 8 shall entitle any holder of Notes to exercise any
rights of subrogation in respect thereof until the Senior Indebtedness shall
have been paid in full in cash. After all Senior Indebtedness is paid in full in
cash and until the Notes are paid in full in cash, Holders of Notes shall be
subrogated (equally and ratably with all other Indebtedness pari passu with the
Notes) to the rights of holders of Senior Indebtedness to receive distributions
applicable to Senior Indebtedness to the extent that distributions otherwise
payable to the Holders of Notes have been applied to the payment of Senior
Indebtedness. A distribution made under this Article Eight to holders of Senior
Indebtedness that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 8.08.     Relative Rights.

         This Article Eight defines the relative rights of Holders of Notes and
holders of Senior Indebtedness. Nothing in this First Supplemental Indenture
shall:

                  (i)      impair, as between the Company and Holders of Notes,
         the obligation of the Company, which is absolute and unconditional, to
         pay principal of and interest on the Notes in accordance with their
         terms;

                  (ii)     affect the relative rights of Holders of Notes and
         creditors of the Company other than their rights in relation to
         holders of Senior Indebtedness; or

                  (iii)    prevent the Trustee or any Holder of Notes from
         exercising its available remedies upon a Default or Event of Default,
         subject to the rights of holders and owners of Senior Indebtedness to
         receive distributions and payments otherwise payable to Holders of
         Notes.

         If the Company fails because of this Article Eight to pay principal of
or interest on a Note on the due date, the failure is still a Default or Event
of Default.

Section 8.09.     Subordination May Not Be Impaired by Company or any Guarantor.

         No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Guarantor or any Holder or by
the failure of the Company or any Guarantor or any Holder to comply with this
First Supplemental Indenture or any Note or any Guarantee regardless of any
knowledge thereof that any holder of Senior Indebtedness may have or otherwise
be charged with.

         No exercise of, delay in exercising or failure to exercise any right
arising under this Article Eight, no act or omission of any holder of Senior
Indebtedness in respect of the Company or any of its Subsidiaries or any other
Person or any collateral security for any Senior Indebtedness or any right
arising under this Article Eight, no change, impairment, or suspension of any
right or remedy of any holder of any Senior Indebtedness, no other act, failure
to act, circumstance, occurrence or event which, but for this provision, would
or could act as a release or exoneration of the obligations of any Holder of
Notes under this Article Eight shall in any way affect, decrease, diminish or
impair any of the obligations of the holders of the Notes under this Article
Eight or give any Holder of the Notes any recourse or defense against any holder
of the Senior Indebtedness in respect of any right arising under this Article
Eight.

                                      44

<PAGE>

Section 8.10.     Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

         Upon any payment or distribution of assets of the Company referred to
in this Article Eight, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other Indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article Eight.

Section 8.11.     Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article Eight or any other
provision of this First Supplemental Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts that would prohibit the making of
any payment or distribution by the Trustee, and the Trustee and the Paying Agent
may continue to make payments on the Notes, unless the Trustee shall have
received at its Corporate Trust Office at least two Business Days prior to the
date of such payment written notice of facts that would cause the payment of any
Obligations with respect to the Notes to violate this Article Eight. Only the
Company, the holders of Senior Indebtedness and their Representatives may give
such notice, provided that only the holders of Designated Senior Indebtedness or
their Representative may give a Payment Blockage Notice. Nothing in this Article
Eight shall impair the claims of, or payments to, the Trustee under or pursuant
to Section 7.07 of the Base Indenture.

         The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

Section 8.12.     Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article Eight, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 of the Base Indenture at least 30 days before the expiration of the
time to file such claim, the Representatives are hereby authorized, but shall
not be obligated, to file an appropriate claim for and on behalf of the Holders
of the Notes.

Section 8.13.     Amendments.

         The provisions of this Indenture relating to subordination shall not be
amended, modified or waived in a manner adverse to the holders of Designated
Senior Indebtedness without the written consent of the holders of all Designated
Senior Indebtedness or their duly authorized representatives.

Section 8.14.     Reinstatement of Payments.

         This Article Eight shall remain in full force and effect until such
time as the Senior Indebtedness shall have been indefeasibly paid in full in
cash and the liability of the Trustee and the Noteholders under this Article
Eight shall be reinstated and revived, and the rights of the holders of Senior
Indebtedness shall continue, with respect to any amount at any time paid on
account of the Senior Indebtedness which shall thereafter be required to be
restored or returned by the holders of the Senior Indebtedness, whether

                                      45

<PAGE>

pursuant to any proceeding described in Sections 6.01(h) or (i),
pursuant to any fraudulent conveyance or fraudulent transfer statute
or otherwise, as though such amount had not been paid.

                                   ARTICLE 9.
                                   GUARANTEES

         Pursuant to Section 2.01(v) of the Base Indenture, so long as any Notes
are outstanding, the following provisions shall be applicable with respect to
the Notes:

Section 9.01.     Guarantee.

         Subject to this Article Nine, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of, premium, if any, and interest on the Notes will be promptly paid in full in
cash when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations,
that same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at Stated Maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a Guarantee of payment and not a Guarantee of collection.

         The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that the Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, the
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 of the
Indenture for the purposes of the Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 of the Indenture, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of the Guarantee. The Guarantors shall
have the right

                                      46

<PAGE>

to seek contribution from any non-paying Guarantor so long as the exercise of
such right does not impair the rights of the Holders under the Guarantee.

Section 9.02.     Subordination of Guarantee.

         The Obligations of each Guarantor under its Guarantee pursuant to this
Article Nine shall be junior and subordinated to Senior Indebtedness of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Indebtedness of the Company provided that, with respect to the Parent Guarantor
only, the Guarantee shall be subordinated in accordance with the provisions of
the Existing Debentures Indenture. For the purposes of this Section 9.02, the
Trustee and the Holders shall have the right to receive and/or retain payments
by any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this First Supplemental Indenture.

Section 9.03.     Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of such Guarantor
will, after giving effect to such maximum amount and all other contingent and
fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article Nine, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance.

Section 9.04.     Execution and Delivery of Guarantee.

         To evidence its Guarantee set forth in Section 9.01, each Guarantor
hereby agrees that a notation of such Guarantee substantially in the form
included in Exhibit C hereto shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this First
Supplemental Indenture shall be executed on behalf of such Guarantor by its
Officers.

         Each Guarantor hereby agrees that its Guarantee set forth in Section
9.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

         If an Officer whose signature is on this First Supplemental Indenture
or on the Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Guarantee is endorsed, the Guarantee shall be
valid nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this First Supplemental Indenture on behalf of the Guarantors.

         In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any new Domestic Subsidiaries subsequent to the date hereof,
if required by Section 4.11 of this First Supplemental Indenture, the Company
shall cause such Subsidiaries to execute supplemental indentures to this First
Supplemental Indenture and Subsidiary Guarantees in accordance with Section 4.11
of this First Supplemental Indenture and this Article Nine, to the extent
applicable.

                                      47

<PAGE>

Section 9.05.     Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 9.06, no Subsidiary Guarantor
may sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Subsidiary Guarantor
is the surviving Person) another Person other than the Company, the Parent
Guarantor or another Subsidiary Guarantor unless:

         (1) immediately after giving effect to such transaction, no Default or
Event of Default exists; and

         (2) either

         (a) subject to Section 9.06 hereof, the Person acquiring the property
in any such sale of disposition or the Person formed by or surviving
any such consolidation or merger (if other than a Guarantor or the
Company) unconditionally assumes all the obligations of such
Subsidiary Guarantor, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, under the Notes,
this First Supplemental Indenture and the Guarantee on the terms set
forth herein or therein; or

         (b) the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of the Indenture, including,
without limitation, Section 4.11 of the Indenture.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of the Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Guarantees
so issued shall in all respects have the same legal rank and benefit under this
First Supplemental Indenture as the Guarantees theretofore and thereafter issued
in accordance with the terms of this First Supplemental Indenture as though all
of such Guarantees had been issued at the date of the execution hereof.

         Except as set forth in Articles 4 and 5 of the Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in this First
Supplemental Indenture or in any of the Notes shall prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor, or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

Section 9.06.     Releases Following Sale of Assets.

         In the event of (a) any sale or other disposition of all or
substantially all of the assets of a Subsidiary Guarantor (including by way of
merger or consolidation) to a Person that is not (either before or after giving
effect to such transaction) a Subsidiary of the Company, and as a result of
which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the
sale or other disposition complies with Section 4.06 hereof, (b) in connection
with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person
that is not (either before or after giving effect to such transaction) a
Subsidiary of the Company, and as a result of which such Subsidiary Guarantor
ceases to be a Restricted Subsidiary, if the sale complies with Section 4.06
hereof, (c) the designation of any Restricted Subsidiary that is a Subsidiary
Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14 hereof,
or (d) the discharge or release of all guarantees by such Subsidiary Guarantor
of, and all pledges of property or assets of such Subsidiary Guarantor securing,
all other Indebtedness of the Company and the Restricted Subsidiaries, then such
Guarantor or, in the case of a sale or other disposition of all or substantially
all of

                                      48

<PAGE>

the assets of such Guarantor, the Person acquiring such property, will be
released and relieved of any obligations under its Guarantee. Upon delivery by
the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel
to the effect that such sale, disposition, redesignation or discharge or release
was made by the Company in accordance with the provisions of the Indenture, the
Trustee shall execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Guarantee.

         Any Guarantor not released from its obligations under its Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article Nine.

                                   ARTICLE 10.
                                   DEFEASANCE

         Pursuant to Section 2.01(r) of the Base Indenture, so long as any of
the Notes are outstanding, the following provision shall supercede and replace
in its entirety Section 8.04 of the Base Indenture with respect to the Notes:

Section 10.01.    Covenant Defeasance.

         Upon the Company's exercise under Section 8.02 of the Base Indenture of
the option applicable to this Section 10.01, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.05
of the Base Indenture, be released from their respective obligations under the
covenants contained in Sections 4.02 through 4.14, and Section 5.01 hereof with
respect to the outstanding Securities of any series on and after the date the
conditions set forth in Section 8.05 of the Base Indenture are satisfied, and
the Securities of such series shall thereafter be deemed not "outstanding" for
the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes hereunder (it
being understood that such Securities shall not be deemed outstanding for
accounting purposes). For this purpose, "Covenant Defeasance" means that, with
respect to the outstanding Securities of any series, the Company and the
Guarantors may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this First Supplemental Indenture and such
Securities shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.02 of the Base Indenture of the option applicable to this
Section 10.01, subject to the satisfaction of the conditions set forth in
Section 8.05 hereof, Sections 6.01(c) through 6.01(j) of this First Supplemental
Indenture shall not constitute Events of Default.

Section 10.02.    Miscellaneous.

         So long as any Notes are outstanding, references in Section 8.05(c) of
the Base Indenture to Section 6.01(4) and 6.01(5) thereof shall, for purposes of
the Notes and this First Supplemental Indenture, be deemed to refer to Section
6.01(h) and 6.01(i), respectively, of this First Supplemental Indenture.

                                      49

<PAGE>

                                   ARTICLE 11.
                                  MISCELLANEOUS

Section 11.01.    Ratification of Base Indenture.

         Except as specifically modified herein, the Base Indenture is in all
respects ratified and confirmed and shall remain in full force and effect in
accordance with its terms.

Section 11.02.    Application of First Supplemental Indenture.

         Each and every term and condition contained in this First Supplemental
Indenture that modifies, amends or supplements the terms and conditions of the
Base Indenture shall apply only to the Notes created hereby and not to any
future series of Securities established under the Base Indenture.

Section 11.03.    Benefits of First Supplemental Indenture.

         Nothing contained in this First Supplemental Indenture shall or shall
be construed to confer upon any person other than a Holders of the Notes, the
Company, the Holders of Senior Indebtedness and the Trustee any right or
interest to avail itself of any benefit under any provision of this First
Supplemental Indenture.

Section 11.04.    Effective Date.

         This First Supplemental Indenture shall be effective as of the date
first written above and upon the execution and delivery hereof by each of the
parties hereto.

Section 11.05.    Trustee.

         The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this First Supplemental Indenture or
for or in respect of the recitals contained herein, all of which are made solely
by the Company.

Section 11.06.    Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 11.07.    Successors.

         All agreements of the Company in the Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this First Supplemental
Indenture shall bind its successors. All agreements of each Guarantor in this
First Supplemental Indenture shall bind its successors, except as otherwise
provided in Section 9.06.

Section 11.08.    Severability.

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

                                      50

<PAGE>

Section 11.09.    Counterpart Originals.

         The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

                       [Signatures on following page]

                                      51

<PAGE>

                                  SIGNATURES

Dated as of March 5, 2002

                                             ISSUERS:
                                             -------
                                             ENTERCOM RADIO, LLC

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

                                      52

<PAGE>

                                 GUARANTORS:
                                 -----------

                                 ENTERCOM COMMUNICATIONS CORP.
                                 ENTECOM BOSTON I TRUST
                                 ENTECOM NEW YORK, INC.
                                 ENTECOM BOSTON, LLC
                                 ENTERCOM BOSTON LICENSE, LLC
                                 ENTERCOM BUFFALO, LLC
                                 ENTERCOM BUFFALO LICENSE, LLC
                                 ENTERCOM DENVER, LLC
                                 ENTERCOM DENVER LICENSE, LLC
                                 DELAWARE EQUIPMENT HOLDINGS, LLC
                                 ENTERCOM GAINESVILLE, LLC
                                 ENTERCOM GAINESVILLE LICENSE, LLC
                                 ENTERCOM GREENSBORO, LLC
                                 ENTERCOM GREENSBORO LICENSE, LLC
                                 ENTERCOM GREENVILLE, LLC
                                 ENTERCOM GREENVILLE LICENSE, LLC
                                 ENTERCOM INTERNET HOLDING, LLC
                                 ENTERCOM KANSAS CITY, LLC
                                 ENTERCOM KANSAS CITY LICENSE, LLC
                                 ENTERCOM LONGVIEW, LLC
                                 ENTERCOM LONGVIEW LICENSE, LLC
                                 ENTERCOM MADISON, LLC
                                 ENTERCOM MADISON LICENSE, LLC
                                 ENTERCOM MEMPHIS, LLC
                                 ENTERCOM MEMPHIS LICENSE, LLC
                                 ENTERCOM MILWAUKEE, LLC
                                 ENTERCOM MILWAUKEE LICENSE, LLC
                                 ENTERCOM NEW ORLEANS, LLC
                                 ENTERCOM NEW ORLEANS LICENSE, LLC
                                 ENTERCOM NORFOLK, LLC
                                 ENTERCOM NORFOLK LICENSE, LLC

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

                                      53

<PAGE>

                                 ENTERCOM PORTLAND, LLC
                                 ENTERCOM PORTLAND LICENSE, LLC
                                 ENTERCOM ROCHESTER, LLC
                                 ENTERCOM ROCHESTER LICENSE, LLC
                                 ENTERCOM SACRAMENTO, LLC
                                 ENTERCOM SACRAMENTO LICENSE, LLC
                                 ENTERCOM SEATTLE, LLC
                                 ENTERCOM SEATTLE LICENSE, LLC
                                 ENTERCOM WICHITA, LLC
                                 ENTERCOM WICHITA LICENSE, LLC
                                 ENTERCOM WILKES-BARRE SCRANTON, LLC

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

                                 ENTERCOM DELAWARE HOLDING CORPORATION

                                 By:  /s/ John C. Donlevie
                                      ------------------------------
                                      Name:  John C. Donlevie
                                      Title: President, Secretary
                                             and General Counsel

                                      54

<PAGE>

                                 HSBC BANK USA, as Trustee

                                 By:  /s/ Deirdra N. Ross
                                      --------------------------------
                                      Name:  Deirdra N. Ross
                                      Title: Assistant Vice President

                                      55

<PAGE>

                                                                      EXHIBIT A

                                [Face of Note]
-------------------------------------------------------------------------------
                                                            CUSIP/CINS

                  7-5/8% Senior Subordinated Notes due 2014

No.  ___                                                           $150,000,000

                             ENTERCOM RADIO, LLC
                            ENTERCOM CAPITAL, INC.

promise, jointly and severally, to pay to _____________________________________

or registered assigns, the principal sum of One Hundred and Fifty Million
Dollars on March 1, 2014.

Interest Payment Dates:  March 1 and September 1

Record Dates:  February 15 and August 15

Dated:  March 5, 2002

                                       ENTERCOM RADIO, LLC

                                       By:  ___________________________________
                                            Name:
                                            Title:

                                       ENTERCOM CAPITAL, INC.

                                       By:  ___________________________________
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

HSBC BANK USA,
  as Trustee

By:  ____________________________________
             Authorized Officer

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

                                      56

<PAGE>

                                [Back of Note]

                  7-5/8% Senior Subordinated Notes due 2014

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1.       INTEREST.  Entercom Radio LLC, a Delaware limited liability
company ("Radio") and Entercom Capital, Inc., a Delaware corporation
("Capital," each of Radio and Capital being referred to herein individually as
an "Issuer" and collectively as the "Company"), promise, jointly and severally,
to pay interest on the principal amount of this Note at 7-5/8% per annum from
March 5, 2002 until maturity. The Company will pay interest semi-annually in
arrears on March 1 and September 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be September 1, 2002. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.

         2.       METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the February 15 or August 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.11
of the Base Indenture with respect to defaulted interest. The Notes will be
payable as to principal, premium, if any, and interest at the office or agency
of the Company maintained for such purpose within or without the City and State
of New York, or, at the option of the Company, payment of interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest and premium on,
all Global Notes and all other Notes the Holders of which will have purchased
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

         3.       PAYING AGENT AND REGISTRAR.  Initially, HSBC Bank USA, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of March 5, 2002 (the "Base Indenture"), as supplemented by the First
Supplemental Indenture, dated as of March 5, 2002 (the "First Supplemental
Indenture," and together with the Base Indenture, the "Indenture") among the
Company, the guarantors party thereto (the "Guarantors") and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code [sec][sec] 77aaa-77bbbb). The Notes are subject to all such

                                      57

<PAGE>

terms, and Holders are referred to the Indenture and such Act for a statement
of such terms. To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are unsecured obligations of the Company
initially limited to $150.0 million in aggregate principal amount.

         5.       OPTIONAL REDEMPTION.

         (a)      Except as set forth in subparagraph (b) of this Paragraph 5,
the Company shall not have the option to redeem the Notes prior to March 1,
2007. Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on March 1 of the
years indicated below:

Year                                                           Percentage
----                                                           ----------
2007 .....................................................     103.813%
2008 .....................................................     102.542%
2009 .....................................................     101.271%
2010 and thereafter ......................................     100.00%

         (b)      Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to March 1, 2005, the Company may redeem up to
35% of the aggregate principal amount of Notes issued under the Indenture with
the net proceeds of one or more Equity Offerings at a redemption price equal to
107.625% of the aggregate principal amount thereof; provided that at least 65%
in aggregate principal amount of the Notes originally issued remain outstanding
immediately after the occurrence of such redemption and that such redemption
occurs within 180 days of the date of the closing of such Equity Offering.

         6.       MANDATORY REDEMPTION.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

         7.       REPURCHASE AT OPTION OF HOLDER.

         (a)      If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon, if any, to the date of purchase (the
"Change of Control Payment"). Within 60 days following any Change of Control,
the Company shall mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture.

         (b)      If the Company or a Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company shall commence an offer to all Holders of
Notes (as "Asset Sale Offer") pursuant to Section 3.03 of the First
Supplemental Indenture to purchase the maximum principal amount of Notes
(including any Additional Notes) and other pari passu Indebtedness that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the
aggregate amount of Notes (including any Additional Notes) and other pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for any
purpose not otherwise prohibited by

                                      58

<PAGE>

the Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness
to be purchased on a pro rata basis. Holders of Notes that are the subject of an
offer to purchase will receive an Asset Sale Offer from the Company prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Holder to Elect Purchase" on the reverse of the
Notes.

         8.       NOTICE OF REDEMPTION.  Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

         9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a
record date and the corresponding Interest Payment Date.

         10.      PERSONS DEEMED OWNERS.  The registered Holder of a Note
may be treated as its owner for all purposes.

         11.      AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain
exceptions, the Indenture, the Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes and Additional Notes, if any,
voting as a single class, and any existing Default or compliance with any
provision of the Indenture, the Guarantees or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes and Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture, the Guarantees or
the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place
of certificated Notes, to provide for the assumption of the Company's or
Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act, to provide for the Issuance of
Additional Notes in accordance with the limitations set forth in the Indenture,
or to allow any Guarantor to execute a supplemental indenture to the Indenture
and/or a Guarantee with respect to the Notes.

         12.      DEFAULTS AND REMEDIES.  Events of Default include: (i) default
for 30 days in the payment when due of interest on the Notes; (ii) default in
payment when due of principal of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise, (iii) failure by the Company to comply
with Section 4.09 of the First Supplemental Indenture; (iv) failure by the
Company for 30 days to comply with Section 4.03, 4.05 or 4.06 or 5.01 of the
First Supplemental Indenture; (v) failure by the Company for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in
principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class to comply with certain other agreements in
the Indenture, the Notes; (vi) default under certain other agreements relating
to Indebtedness of the Company which default is caused by a failure to pay
principal of such Indebtedness at

                                      59

<PAGE>

the final maturity thereof or results in the acceleration of such Indebtedness
prior to its express maturity; (vii) certain final judgments for the payment of
money that remain undischarged for a period of 60 days; (viii) certain events
of bankruptcy or insolvency with respect to the Company or any of its
Significant Subsidiaries; and (ix) except as permitted by the Indenture, any
Guarantee of a Significant Subsidiary shall be held in any judicial proceeding
to be unenforceable or invalid or shall cease for any reason to be in full
force and effect or any Guarantor that is a Significant Subsidiary or any
Person acting on its behalf shall deny or disaffirm its obligations under such
Guarantor's Guarantee. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable; provided
that the Notes shall not become due and payable until the Credit Agreement
shall have been declared or be due and payable or the Trustee or such Holders
shall have provided 5 business days' notice to the agent(s) under the Credit
Agreement of such acceleration. Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency,
all outstanding Notes will become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as provided
in the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

         13.      SUBORDINATION.  The Notes are subordinated to Senior
Indebtedness, as defined in the First Supplemental Indenture. To the extent
provided in the First Supplemental Indenture, Senior Indebtedness must be paid
in full before the Notes may be paid. The Company and each Guarantor agrees,
and each Holder by accepting a Note agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.

         14.      TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

         15.      NO RECOURSE AGAINST OTHERS.  A director, officer, employee,
manager, incorporator or stockholder, of the Company or any Guarantor, as such,
shall not have any liability for any obligations of the Company or any
Guarantor under the Notes, and Guarantee thereof or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Notes.

         16.      AUTHENTICATION.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         17.      ABBREVIATIONS.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                                      60

<PAGE>

         18.      CUSIP NUMBERS.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of SUCH numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         19.      GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, PA 19004
Attention: John Donlevie, Esq.

                                      61

<PAGE>

                                ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _________________________________
                                                (Insert assignee's legal name)

_______________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
             (Print or type assignee's name, address and zip code)

and irrevocably appoint
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________
                                       Your Signature: ________________________
                                         (Sign exactly as your name appears on
                                                         the face of this Note)

Signature Guarantee*:  _________________________

*       Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      62

<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.06 or 4.09 of the Indenture, check the appropriate box
below:

                 [ ] Section 4.06              [ ] Section 4.09

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.06 or Section 4.09 of the Indenture, state the
amount you elect to have purchased:

$__________________

Date: _______________
                                       Your Signature: ________________________
                                         (Sign exactly as your name appears on
                                                         the face of this Note)

                                       Tax Identification No.: ________________

Signature Guarantee*:  _________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      63

<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                       Principal Amount
                                                                      of this Global Note     Signature of
                           Amount of              Amount of             following such      authorized officer
                          decrease in            increase in             decrease (or       of Trustee or Note
                        Principal Amount       Principal Amount          ------------                     ----
Date of Exchange       of this Global Note    of this Global Note          increase)            Custodian
----------------       -------------------    -------------------          ---------            ---------
<S>                    <C>                   <C>                      <C>                   <C>
</TABLE>

         *      This schedule should be included only if the Note is issued in
global form.

                                      64

<PAGE>

                                                                      EXHIBIT B

                        FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Entercom Radio, LLC (or its permitted successor), a Delaware
limited liability company (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and HSBC Bank USA, as trustee under
the Indenture referred to below (the "Trustee").

                              W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 5, 2002 providing for
the issuance of an unlimited aggregate principal amount of 7-5/8% Senior
Subordinated Notes due 2014 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the First Supplemental Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.       CAPITALIZED TERMS.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.       AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby
agrees as follows:

                  (a)      Along with all Guarantors named in the Indenture, to
         jointly and severally Guarantee to each Holder of a Note authenticated
         and delivered by the Trustee and to the Trustee and its successors and
         assigns, the Notes or the obligations of the Company hereunder or
         thereunder, that:

                           (i)      the principal of and premium, if any, and
                 interest on the Notes will be promptly paid in full when due,
                 whether at maturity, by acceleration, redemption or otherwise,
                 and interest on the overdue principal of and interest on the
                 Notes, if any, if lawful, and all other obligations of the
                 Company to the Holders or the Trustee hereunder or thereunder
                 will be promptly paid in full or performed, all in accordance
                 with the terms hereof and thereof; and

                           (ii)     in case of any extension of time of payment
                 or renewal of any Notes or any of such other obligations, that
                 same will be promptly paid in full when due or performed in
                 accordance with the terms of the extension or renewal, whether
                 at Stated Maturity, by acceleration or otherwise. Failing
                 payment when due of any amount so guaranteed or any performance
                 so guaranteed for whatever reason, the Guarantors shall be
                 jointly and severally obligated to pay the same immediately.

                                      65

<PAGE>

                  (b)      The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Indenture, the absence of any action to enforce the same, any
         waiver or consent by any Holder of the Notes with respect to any
         provisions hereof or thereof, the recovery of any judgment against the
         Company, any action to enforce the same or any other circumstance which
         might otherwise constitute a legal or equitable discharge or defense of
         a guarantor.

                  (c)      The following is hereby waived: diligence
         presentment, demand of payment, filing of claims with a court in the
         event of insolvency or bankruptcy of the Company, any right to require
         a proceeding first against the Company, protest, notice and all demands
         whatsoever.

                  (d)      This Subsidiary Guarantee shall not be discharged
         except by complete performance of the obligations contained in the
         Notes and the Indenture, and the Guaranteeing Subsidiary accepts all
         obligations of a Guarantor under the Indenture.

                  (e)      If any Holder or the Trustee is required by any court
         or otherwise to return to the Company, the Guarantors, or any
         Custodian, Trustee, liquidator or other similar official acting in
         relation to either the Company or the Guarantors, any amount paid by
         either to the Trustee or such Holder, this Guarantee, to the extent
         theretofore discharged, shall be reinstated in full force and effect.

                  (f)      The Guaranteeing Subsidiary shall not be entitled to
         any right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until payment in full of all obligations
         guaranteed hereby.

                  (g)      As between the Guarantors, on the one hand, and the
         Holders and the Trustee, on the other hand, (x) the maturity of the
         obligations guaranteed hereby may be accelerated as provided in Article
         6 of the Indenture for the purposes of this Guarantee, notwithstanding
         any stay, injunction or other prohibition preventing such acceleration
         in respect of the obligations guaranteed hereby, and (y) in the event
         of any declaration of acceleration of such obligations as provided in
         Article 6 of the Indenture, such obligations (whether or not due and
         payable) shall forthwith become due and payable by the Guarantors for
         the purpose of this Guarantee.

                  (h)      The Guarantors shall have the right to seek
         contribution from any non-paying Guarantor so long as the exercise of
         such right does not impair the rights of the Holders under the
         Guarantee.

                  (i)      Pursuant to Section 9.03 of the First Supplemental
         Indenture, after giving effect to any maximum amount and any other
         contingent and fixed liabilities that are relevant under any applicable
         Bankruptcy or fraudulent conveyance laws, and after giving effect to
         any collections from, rights to receive contribution from or payments
         made by or on behalf of any other Guarantor in respect of the
         obligations of such other Guarantor under Article Nine of the First
         Supplemental Indenture, this new Subsidiary Guarantee shall be limited
         to the maximum amount permissible such that the obligations of such
         Guarantor under this Subsidiary Guarantee will not constitute a
         fraudulent transfer or conveyance.

         3.       EXECUTION AND DELIVERY.  Each Guaranteeing Subsidiary agrees
to execute the Subsidiary Guarantee as provided by Section 9.04 of the First
Supplemental Indenture and Exhibit B thereto and to recognize that the
Guarantees shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

                                      66

<PAGE>

         4.       GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN
TERMS.

                  (a)      A Guaranteeing Subsidiary may not sell or consolidate
         with or merge with or into (whether or not such Guaranteeing Subsidiary
         is the surviving Person) another Person other than the Company, the
         Parent Guarantor or another Guaranteeing Subsidiary unless:

                  (1)      immediately after giving effect to such transaction,
         no Default or Event of Default exists; and

                  (2)      either

                           (i)      subject to Sections 9.05 and 9.06 of the
                  First Supplemental Indenture, the Person acquiring the
                  property in any such sale of disposition or the Person formed
                  by or surviving any such consolidation or merger (if other
                  than a Guaranteeing Subsidiary or the Company) unconditionally
                  assumes all the obligations of such Guaranteeing Subsidiary,
                  pursuant to a supplemental indenture in form and substance
                  reasonably satisfactory to the Trustee, under the Notes, the
                  First Supplemental Indenture and the Guarantee on the terms
                  set forth herein or therein; or

                           (ii)     the Net Proceeds of such sale or other
                  disposition are applied in accordance with the applicable
                  provisions of the Indenture, including, without limitation,
                  Section 4.06 of the First Supplemental Indenture.

                  (b)      In case of any such consolidation, merger, sale or
         conveyance and upon the assumption by the successor corporation, by
         supplemental indenture, executed and delivered to the Trustee and
         satisfactory in form to the Trustee, of the Subsidiary Guarantee
         endorsed upon the Notes and the due and punctual performance of all of
         the covenants and conditions of the Indenture to be performed by the
         Guarantor, such successor Person shall succeed to and be substituted
         for the Guarantor with the same effect as if it had been named herein
         as a Guarantor. Such successor Person thereupon may cause to be signed
         any or all of the Guarantees to be endorsed upon all of the Notes
         issuable hereunder which theretofore shall not have been signed by the
         Company and delivered to the Trustee. All the Guarantees so issued
         shall in all respects have the same legal rank and benefit under the
         Indenture as the Guarantees theretofore and thereafter issued in
         accordance with the terms of the Indenture as though all of such
         Guarantees had been issued at the date of the execution hereof.

                  (c)      Except as set forth in Articles 4 and 5 and Section
         9.06 of Article 9 of the First Supplemental Indenture, and
         notwithstanding clauses (a)(2)(i) and (ii) above, nothing contained in
         the First Supplemental Indenture or in any of the Notes shall prevent
         any consolidation or merger of a Guarantor with or into the Company or
         another Guarantor, or shall prevent any sale or conveyance of the
         property of a Guarantor as an entirety or substantially as an entirety
         to the Company or another Guarantor.

         5.       RELEASES.

                  In the event of (i) any sale or other disposition of all or
         substantially all of the assets of a Subsidiary Guarantor (including by
         way of merger or consolidation) to a Person that is not (either before
         or after giving effect to such transaction) a Subsidiary of the
         Company, and as a result of which such Subsidiary Guarantor ceases to
         be a Restricted Subsidiary, if the sale or other disposition complies
         with Section 4.06 of the First Supplemental Indenture, (ii) in
         connection with any sale of all of the Capital Stock of a Subsidiary
         Guarantor to a Person that is not (either before or after giving effect
         to such transaction) a Subsidiary of the Company, and as a result of

                                      67

<PAGE>

         which such Subsidiary Guarantor ceases to be a Restricted Subsidiary,
         if the sale complies with Section 4.06 of the First Supplemental
         Indenture, (iii) the designation of any Restricted Subsidiary that is a
         Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with
         Section 4.14 of the First Supplemental Indenture, or (iv) the discharge
         or release of all guarantees by such Subsidiary Guarantor of, and all
         pledges of property or assets of such Subsidiary Guarantor securing,
         all other Indebtedness of the Company and the Restricted Subsidiaries,
         then such Guarantor or, in the case of a sale or other disposition of
         all or substantially all of the assets of such Guarantor, the Person
         acquiring such property, will be released and relieved of any
         obligations under its Guarantee. Upon delivery by the Company to the
         Trustee of an Officers' Certificate and an Opinion of Counsel to the
         effect that such sale, disposition, redesignation or discharge or
         release was made by the Company in accordance with the provisions of
         the Indenture, the Trustee shall execute any documents reasonably
         required in order to evidence the release of any Guarantor from its
         obligations under its Guarantee.

                  (b)      Any Guarantor not released from its obligations under
         its Subsidiary Guarantee shall remain liable for the full amount of
         principal of and interest on the Notes and for the other obligations of
         any Guarantor under the Indenture as provided in Article 9 of the First
         Supplemental Indenture.

         6.       NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, manager, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
the Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

         7.       GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         8.       SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY
TRIAL. Each party hereto hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State Court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Supplemental Indenture, the
Notes, the Guarantees or the transactions contemplated hereby and thereby. Each
party hereto irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the State of New York. Without limiting the
foregoing, the parties agree that service of process upon such party at the
address referred to in Section 11.02 of the Base Indenture, together with
written notice of such service to such party, shall be deemed effective service
of process upon such party. Each of the parties hereto irrevocably waives any
and all rights to trial by jury in any legal proceeding arising out of or
relating to the Indenture, the Notes, the Guarantees or the transactions
contemplated hereby and thereby.

         9.       COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                                      68

<PAGE>

         10.      EFFECT OF HEADINGS.  The Section headings herein are for
convenience only and shall not affect the construction hereof.

         11.      THE TRUSTEE.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.

         12.      SUBORDINATION. The Subsidiary Guarantees are subordinated to
Senior Indebtedness, as defined in the First Supplement Indenture. To the
extent provided in the First Supplemental Indenture, Senior Indebtedness must
be paid in full before the Notes may be paid. Each Guarantor hereby agrees, and
each Holder, by accepting a Guarantee hereby agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give them
effect and appoints the Trustee as attorney-in-fact for such purpose.

                                      69

<PAGE>

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

Dated:  _______________, ____
                                       [GUARANTEEING SUBSIDIARY]

                                       By:  ______________________________
                                       Name:
                                       Title:

                                       ENTERCOM RADIO, LLC

                                       By:  ______________________________
                                       Name:
                                       Title:

                                       ENTERCOM CAPITAL, INC.

                                       By:  ______________________________
                                       Name:
                                       Title:

                                       GUARANTORS

                                       By:  ______________________________
                                       Name:
                                       Title:

                                       HSBC BANK USA
                                         as Trustee

                                       By:  ______________________________
                                             Authorized Officer

                                      70

<PAGE>

                                                                     EXHIBIT C

                   [FORM OF NOTATION OF GUARANTEE]

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 5, 2002 (the "Base Indenture"), as
supplemented by the First Supplemental Indenture thereto, dated as of March 5,
2002 (the "Supplemental Indenture," and together with the Base Indenture, the
"Indenture") among Entercom Radio, LLC ("Radio"), Entercom Capital, Inc.
("Capital," and together with Radio, the "Company"), Entercom Communications
Corp., the Guarantors listed on Schedule I thereto and HSBC Bank USA, as Trustee
(the "Trustee"), (a) the due and punctual payment of the principal of, premium,
if any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at Stated Maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 9 of the First Supplemental Indenture and reference is hereby made to
the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of
a Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.

                                      71

<PAGE>

                                           ENTERCOM COMMUNICATIONS CORP.
                                           ENTERCOM BOSTON I TRUST
                                           ENTERCOM NEW YORK, INC.
                                           ENTERCOM BOSTON, LLC
                                           ENTERCOM BOSTON LICENSE, LLC
                                           ENTERCOM BUFFALO, LLC
                                           ENTERCOM BUFFALO LICENSE, LLC
                                           ENTERCOM DENVER, LLC
                                           ENTERCOM DENVER LICENSE, LLC
                                           DELAWARE EQUIPMENT HOLDINGS, LLC
                                           ENTERCOM GAINESVILLE, LLC
                                           ENTERCOM GAINESVILLE LICENSE, LLC
                                           ENTERCOM GREENSBORO, LLC
                                           ENTERCOM GREENSBORO LICENSE, LLC
                                           ENTERCOM GREENVILLE, LLC
                                           ENTERCOM GREENVILLE LICENSE, LLC
                                           ENTERCOM INTERNET HOLDING, LLC
                                           ENTERCOM KANSAS CITY, LLC
                                           ENTERCOM KANSAS CITY LICENSE, LLC
                                           ENTERCOM LONGVIEW, LLC
                                           ENTERCOM LONGVIEW LICENSE, LLC
                                           ENTERCOM MADISON, LLC
                                           ENTERCOM MADISON LICENSE, LLC
                                           ENTERCOM MEMPHIS, LLC
                                           ENTERCOM MEMPHIS LICENSE, LLC
                                           ENTERCOM MILWAUKEE, LLC
                                           ENTERCOM MILWAUKEE LICENSE, LLC
                                           ENTERCOM NEW ORLEANS, LLC
                                           ENTERCOM NEW ORLEANS LICENSE, LLC
                                           ENTERCOM NORFOLK, LLC
                                           ENTERCOM NORFOLK LICENSE, LLC

                                           By: ________________________________
                                               Name:
                                               Title:

                                      72

<PAGE>

                                           ENTERCOM PORTLAND, LLC
                                           ENTERCOM PORTLAND LICENSE, LLC
                                           ENTERCOM ROCHESTER, LLC
                                           ENTERCOM ROCHESTER LICENSE, LLC
                                           ENTERCOM SACRAMENTO, LLC
                                           ENTERCOM SACRAMENTO LICENSE, LLC
                                           ENTERCOM SEATTLE, LLC
                                           ENTERCOM SEATTLE LICENSE, LLC
                                           ENTERCOM WICHITA, LLC
                                           ENTERCOM WICHITA LICENSE, LLC
                                           ENTERCOM WILKES-BARRE SCRANTON, LLC

                                           By: ________________________________
                                               Name:
                                               Title:

                                           ENTERCOM DELAWARE HOLDING CORPORATION

                                           By: ________________________________
                                               Name:
                                               Title:

                                      73

<PAGE>

                                   Schedule I

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the Closing Date:

                                      74

<PAGE>

                                   Schedule 1
                                   ----------

DELAWARE EQUIPMENT HOLDINGS, LLC
ENTERCOM COMMUNICATIONS CORP.
ENTECOM DELAWARE HOLDING CORPORATION
ENTECOM BOSTON I TRUST
ENTECOM BOSTON LLC
ENTERCOM BOSTON LICENSE, LLC
ENTERCOM DENVER LLC
ENTERCOM DENVER LICENSE LLC
ENTERCOM GAINESVILLE, LLC
ENTERCOM GAINESVILLE LICENSE, LLC
ENTERCOM GREENSBORO LLC
ENTERCOM GREENSBORO LICENSE, LLC
ENTERCOM GREENVILLE LLC
ENTERCOM GREENVILLE LICENSE, LLC
ENTERCOM INTERNET HOLDING, LLC
ENTERCOM KANSAS CITY, LLC
ENTERCOM KANSAS CITY LICENSE, LLC
ENTERCOM LONGVIEW, LLC
ENTERCOM LONGVIEW LICENSE, LLC
ENTERCOM MADISON LLC
ENTERCOM MADISON LICENSE LLC
ENTERCOM MEMPHIS LLC
ENTERCOM MEMPHIS LICENSE, LLC
ENTERCOM MILWAUKEE LLC
ENTERCOM MILWAUKEE LICENSE, LLC
ENTERCOM NEW ORLEANS LLC
ENTERCOM NEW ORLEANS LICENSE, LLC
ENTERCOM NEW YORK, INC.
ENTERCOM BUFFALO LICENSE, LLC
ENTERCOM BUFFALO LLC
ENTERCOM ROCHESTER LLC
ENTERCOM ROCHESTER LICENSE LLC
ENTERCOM NORFOLK LLC
ENTERCOM NORFOLK LICENSE, LLC
ENTERCOM PORTLAND LLC
ENTERCOM PORTLAND LICENSE, LLC
ENTERCOM SACRAMENTO LLC
ENTERCOM SACRAMENTO LICENSE LLC
ENTERCOM SEATTLE, LLC.
ENTERCOM SEATTLE LICENSE, LLC
ENTERCOM WICHITA LLC
ENTERCOM WICHITA LICENSE LLC
ENTERCOM WILKES-BARRE/SCRANTON, LLC

                                      75

</TEXT>
</DOCUMENT>
</SUBMISSION>
