Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0031 (June 2014)
FCC 315
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BTC - 20141219ADQ
Section I - General Information
1. Legal Name of the Licensee/Permittee
LINCOLN FINANCIAL MEDIA COMPANY OF FLORIDA
Mailing Address
20450 NORTHWEST SECOND AVENUE

City
MIAMI
State or Country (if foreign address)
FL
Zip Code
33169 -
Telephone Number (include area code)
3056538811
E-Mail Address (if available)
FCC Registration Number:
0008105082
Call Sign
WAXY
Facility ID Number
30837
2. Contact Representative (if other than licensee/permittee)
MEREDITH S. SENTER, JR., ESQ.
Firm or Company Name
LERMAN SENTER PLLC
Mailing Address
2000 K STREET NW
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 -
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
MSENTER@LERMANSENTER.COM
3. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Noncommercial Educational Licensee/Permittee Other AMENDMENT
N/A (Fee Required)
4. Purpose of Application:
Transfer of control of licensee
Transfer of control of permitte
Amendment to pending application

File number of pending application:    -

If an amendment, submit as an Exhibit a listing by Section and Question Number of the portions of the pending application that are being revised. [Exhibit 1]
5.
Were any of the authorizations that are the subject of this application obtained through the Commission's competitive bidding procedures (see 47 C.F.R. Sections 1.2111(a) and 73.5001)?
Yes No
If yes, list pertinent authorizations in an Exhibit.
[Exhibit 2]
6.
a. Were any of the authorizations that are the subject of this application obtained through the Commission's point system for reserved channel noncommercial educational stations (see 47 C.F.R. Sections 73.7001 and 73.7003)?

Yes No
b. If yes to 6(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant pursuant to the point system?

Yes No
If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the transaction is consistent with the holding period requirements of 47 C.F.R. Section 73.7005(a). [Exhibit 3]
c. LPFM Licenses Only: Has the licensor held the station license and operated the station for at least three years? Yes No
N/A
7.
a. Were any of the authorizations that are the subject of this application obtained after award of a dispositive Section 307(b) preference using the Tribal Priority, through Threshold Qualifications procedures, or through the Tribal Priority as applied before the NCE fair distribution analysis set forth in 47 C.F.R. § 73.7002(b)?

Yes No
b. If yes to 7(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant?
Yes No

c. If no to 7(b), do both the assignor/transferor and assignee/transferee qualify for the Tribal Priority in all respects?

If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the transaction is consistent with the established Tribal Priority holding period restrictions, or that the policy should be waived.
Yes No

[Exhibit 4]



Section II - Transferor(s)

1. Certification.   Transferor(s) certify that it (they) have answered each question in this application based on its (their) review of the application instructions and worksheets. Transferor(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Transferor
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
Mailing Address
RADNOR FINANCIAL CENTER, 150 N. RADNOR CHESTER ROAD

City
RADNOR
State or Country (if foreign address)
PA
Zip Code
19087 -
Telephone Number (include area code)
4845831400
E-Mail Address (if available)

3.
Contact Representative (if other than transferor)
MEREDITH S. SENTER, JR., ESQ.
Firm or Company Name
LERMAN SENTER PLLC
Mailing Address
2000 K STREET, NW
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
MSENTER@LERMANSENTER.COM
If more than one transferor, submit the information requested in questions 2 and 3 for each transferor.
[Exhibit 5]
4. Changes in interests as a result of transfer.

[Enter Changes in Interests Information]


Changes in Interests as a Result of Transfer

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, RADNOR FINANCIAL CENTER, 150 N. RADNOR CHESTER ROAD, RADNOR, PA 19087 US 100 100 0 0

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
ENTERCOM RADIO, LLC, 401 E. CITY AVENUE, SUITE 809, BALA CYNWYD, PA 19004 US 0 0 100 100


or [Exhibit 6]

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations.

Typed or Printed Name of Person Signing
DOUGLAS COOPERBERG
Typed or Printed Title of Person Signing
VICE PRESIDENT AND SENIOR COUNSEL
Signature
Date
02/12/2015
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Section III - Licensee/Permittee

1. Certification.  Licensee/permittee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Licensee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2. Authorizations to be Assigned. List the authorized stations and construction permits to be assigned. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

[Enter Station Information]


List the authorized stations and construction permits to be transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be transferred. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
30837
WAXY
-
SOUTH MIAMI FL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
29567
WAXY-FM
-
MIRAMAR FL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
30827
WLYF
-
MIAMI FL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
30840
WMXJ
-
POMPANO BEACH FL


 
3. Agreements to Transfer Control of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted an an exhibit to this item copies of all agreements to transfer control of the station(s);
b. these documents embody the complete and final understanding between transferor(s) and transferee(s); and
c. these agreements comply fully with the Commission's rules and policies.
Exhibit Required
Yes No

See Explanation in
[Exhibit 7]

4. Other Authorizations. List call signs, locations and facility identifiers of all other broadcast stations in which licensee/permittee or any party to the application has an attributable interest. N/A

[Exhibit 8]

5. Character Issues. Licensee/permittee certifies that neither licensee/permittee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 9]

6. Adverse Findings. Licensee/permittee certifies that, with respect to the licensee/permittee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination. Yes No

See Explanation in
[Exhibit 10]

7. Local Public Notice. Licensee/permittee certifies that it has or will comply with the public notice requirements of 47 C.F.R. Section 73.3580. Yes No
8. Auction Authorization. Licensee/permittee certifies that more than five years have passed since the issuance of the construction permit for the station being assigned, where that permit was acquired in an auction through the use of a bidding credit or other special measure. Yes No
N/A

See Explanation in
[Exhibit 11]

9. Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No
10. Anti-Discrimination Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application have violated the Commission's prohibition against discrimination on the basis of race, color, religion, national origin or sex in the sale of commercially operated AM, FM, TV, Class A TV or international broadcast stations. Yes No
N/A
See Explanation in
[Exhibit 12]

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations.

Typed or Printed Name of Person Signing
LAURA JAMES
Typed or Printed Title of Person Signing
SENIOR VICE PRESIDENT
Signature
Date
02/12/2015
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Section IV - Transferee(s)

1. Certification.   Transferee(s) certify that it (they) have answered each question in this application based on its (their) review of the application instructions and worksheets. Transferee(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Transferee(s)
ENTERCOM RADIO, LLC
Mailing Address
401 E. CITY AVENUE
SUITE 809

City
BALA CYNWYD
State or Country (if foreign address)
PA
Zip Code
19004 -
Telephone Number (include area code)
6106605652
E-Mail Address (if available)

ASUTOR@ENTERCOM.COM
3.
Contact Representative (if other than transferee)
DAVID D. BURNS
Firm or Company Name
PILLSBURY WINTHROP SHAW PITTMAN LLP
Mailing Address
1200 SEVENTEENTH STREET NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20036 -
Telephone Number (include area code)
2026638094

E-Mail Address (if available)
DAVID.BURNS@PILLSBURYLAW.COM
If more than one transferee, submit the information requested in questions 2 and 3 for each transferee. [Exhibit 13]
4. Nature of Applicant. Each transferee is:
an individual a general partnership a for-profit corporation
a limited partnership a not-for-profit corporation a limited liability company (LLC/LC)
other    
a. If "other", describe nature of transferee in an Exhibit. [Exhibit 14]
5. Agreements to Transfer Control of Station. Transferee certifies that:
a. the written agreements in the licensee/permittee's public inspection file and submitted to the Commission embody the complete and final agreement to transfer control of the station(s) specified in Section III, question 2; and
b. these agreements comply fully with the Commission's rules and policies.
Yes No
[Exhibit 15]
6. Parties to the Application.
a. List each transferee, and, if other than a natural person, its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in any transferee, list separately its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach additional pages if necessary.
(1) Name and address of the transferee and each party to the application holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the transferee first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners. (2) Citizenship.
(3) Positional Interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc.
(4) Percentage of votes.
(5) Percentage of total assets (equity plus debt).
[Enter Parties/Owners Information]


b. Applicant certifies that equity interests not set forth above are non-attributable.
Yes No

N/A

See Explanation in
[Exhibit 17]

7. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations in which transferee or any party to the application has an attributable interest. N/A

[Exhibit 18]

8. Multiple Ownership.
a. Is the transferee or any party to the application the holder of an attributable radio or television joint sales agreement or an attributable radio or television time brokerage agreement for the subject station(s) or any other stations in the same market as the station(s) subject to this application?

If "Yes," radio applicants must submit as an Exhibit a copy of each such agreement for radio stations.

Yes No

[Exhibit 19]

b. Transferee certifies that the proposed transfer complies with the Commission's multiple ownership rules and cross-ownership rules.

AM and/or FM Radio Applicants only: If "Yes," submit an Exhibit providing information regarding the market, broadcast station(s), and other information necessary to demonstrate compliance with 47 C.F.R. § 73.3555(a).

All Applicants: If "No," submit as an Exhibit a detailed explanation in support of an exemption from, or waiver of, 47 C.F.R. § 73.3555.

Yes No


[Exhibit 20]

c. Transferee certifies that the proposed transfer:
1. does not present an issue under the Commission's policies relating to media interests of immediate family members;
2. complies with the Commission's policies relating to future ownership interests; and
3. complies with the Commission's restrictions relating to the insulation and nonparticipation of non-party investors and creditors.

Yes No
See Explanation in

[Exhibit 21]

d.
Does the Transferee claim status as an "eligible entity," that is, an entity that qualifies as a small business under the Small Business Administration's size standards for its industry grouping (as set forth in 13 C.F.R. § 121-201), and holds (1) 30 percent or more of the stock or partnership interests and more than 50 percent of the voting power of the corporation or partnership that will own the media outlet; or (2) 15 percent or more of the stock or partnership interests and more than 50 percent of the voting power of the corporation or partnership that will own the media outlet, provided that no other person or entity owns or controls more than 25 percent of the outstanding stock or partnership interests; or (3) more than 50 percent of the voting power of the corporation that will own the media outlet (if such corporation is a publicly traded company)?

All applicants: If "Yes," submit as an Exhibit a detailed showing demonstrating proof of status as an eligible entity.

Yes No


See Explanation in
[Exhibit 22]

e. Does this transfer include a grand-fathered cluster of stations?
All applicants: If "Yes", applicant certifies that it will come in compliance by divesting the necessary station(s) within 12 months of the consummation of this transaction to:

Yes No


A. An Eligible Entity (as defined in Item 8d, above).
Yes No

B. An Irrevocable Trust that will transfer the station(s) to an Eligible Entity.
Yes No

All applicants: If "Yes" to Item 8e A or B: Submit as an Exhibit a copy of the form of irrevocable trust agreement providing for the transfer of the station(s) to an Eligible Entity.

See Explanation in
[Exhibit 23]

9. Character Issues. Transferee certifies that neither transferee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 24]

10. Adverse Findings. Transferee certifies that, with respect to the transferee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination. Yes No

See Explanation in
[Exhibit 25]

11. Alien Ownership and Control. Transferee certifies that it complies with the provisions of Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign governments. Yes No

See Explanation in
[Exhibit 26]

12. Financial Qualifications. Transferee certifies that sufficient net liquid assets are on hand or are available from committed sources to consummate the transaction and operate the station(s) for three months. Yes No

See Explanation in
[Exhibit 27]

13. Program Service Certification. Transferee certifies that it is cognizant of and will comply with its obligations as a Commission licensee to present a program service responsive to the issues of public concern facing the station's community of license and service area. Yes No
14. Auction Authorization. Transferee certifies that where less than five years have passed since the issuance of the construction permit and the permit had been acquired in an auction through the use of a bidding credit or other special measure, it would qualify for such credit or other special measure. Yes No

N/A

See Explanation in
[Exhibit 28]

15. Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No
16. EEO. Does the applicant propose to employ five or more full-time employees?

If the answer is Yes, the applicant must include an EEO program called for in the separate Model EEO Program Report ( FCC Form 396-A)

Yes No

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations. I hereby waive any claim to the use of any particular frequency as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise, and request an authorization in accordance with this application. (See Section 304 of the Communications Act of 1934, as amended.)

Typed or Printed Name of Person Signing
ANDREW P. SUTOR, IV
Typed or Printed Title of Person Signing
SVP/GENERAL COUNSEL
Signature
Date
05/28/2015

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 1
Description:
PURPOSE OF AMENDMENT

TRANSFEREE IS MAKING MINOR UPDATES TO THE INFORMATION REFLECTED IN ITS PORTION OF THE APPLICATION PURSUANT TO SECTION 1.65 OF THE COMMISSION'S RULES BY AMENDING SECTION IV.6 (EXHIBIT 16) TO REFLECT TITLE CHANGES FOR LOUISE C. KRAMER, STEPHEN F. FISHER AND MICHAEL E. DASH, JR.; THE REMOVAL OF JOHN C. DONLEVIE AS AN OFFICER OF ENTERCOM RADIO, LLC AND ENTERCOM COMMUNICATIONS CORP.; THE REMOVAL OF LANCE RICHARD AS AN OFFICER FOR ENTERCOM RADIO, LLC; THE REMOVAL OF ROBERT WIESENTHAL AS A DIRECTOR OF ENTERCOM COMMUNICATIONS CORP.; AND THE ADDITION OF DAVID LEVY AS A DIRECTOR OF ENTERCOM COMMUNICATIONS CORP.; AND SLIGHT CHANGES TO THE PERCENTAGE OF VOTES AND TOTAL ASSETS OF THE OFFICERS AND DIRECTORS OF ENTERCOM COMMUNICATIONS CORP. HOWEVER, JOSEPH M. FIELD REMAINS AS THE 'SINGLE' MAJORITY SHAREHOLDER OF ENTERCOM COMMUNICATIONS CORP.

TRANSFEREE IS ALSO AMENDING SECTION IV.7 TO UPDATE INFORMATION FOR ITS OTHER AUTHORIZATIONS TO REFLECT THE CHANGE OF ONE CALL SIGN FROM WHBS TO WMQX, PITTSTON, PA (FACILITY ID. 22925) AND THE ADDITION OF A NEW FM TRANSLATOR, W284AP, BUFFALO, NY (FACILITY ID. 9254).


Attachment 1


Exhibit 7
Description:
AGREEMENTS

THE PROPOSED TRANSFEROR, THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ('LINCOLN'), HAS ENTERED INTO A STOCK PURCHASE AGREEMENT ('PURCHASE AGREEMENT') WITH ENTERCOM COMMUNICATIONS CORP. ('ENTERCOM PARENT') AND ENTERCOM RADIO, LLC ('ENTERCOM RADIO'), PURSUANT TO WHICH LINCOLN HAS AGREED TO TRANSFER CONTROL OF LINCOLN FINANCIAL MEDIA COMPANY ('LFMC') AND ITS SUBSIDIARIES, WHICH INCLUDE LINCOLN FINANCIAL MEDIA COMPANY OF CALIFORNIA, LINCOLN FINANCIAL MEDIA COMPANY OF COLORADO, LINCOLN FINANCIAL MEDIA COMPANY OF FLORIDA, AND LINCOLN FINANCIAL MEDIA COMPANY OF GEORGIA, TO ENTERCOM RADIO. THE PARTIES HAVE ALSO ENTERED INTO A TIME BROKERAGE AGREEMENT (THE 'TBA'). COPIES OF BOTH THE PURCHASE AGREEMENT AND TBA ARE ATTACHED.

THIS APPLICATION IS ONE OF FOUR APPLICATIONS RELATED TO THE TRANSFER OF CONTROL CONTEMPLATED BY THE PURCHASE AGREEMENT. THERE IS ALSO AN ASSIGNMENT APPLICATION BEING FILED PURSUANT TO THE PURCHASE AGREEMENT RELATED TO STATION KKFN.

THE PROPOSED TRANSFER OF CONTROL WILL BE EFFECTUATED BY THE SALE OF ALL OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF LFMC TO ENTERCOM RADIO. FOLLOWING THIS TRANSFER, ENTERCOM RADIO WILL HOLD ALL OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF LFMC AND WILL BE ITS SOLE SHAREHOLDER.

CERTAIN EXHIBITS AND SCHEDULES TO THE PURCHASE AGREEMENT AND TBA ARE NOT BEING SUBMITTED WITH THIS APPLICATION BECAUSE THEY CONTAIN MATERIAL THAT EITHER IS PROPRIETARY, NOT GERMANE TO THE COMMISSION'S EVALUATION OF THIS APPLICATION OR ALREADY IN THE COMMISSION'S POSSESSION. INFORMATION CONTAINED IN THESE ITEMS WILL BE PROVIDED TO THE COMMISSION UPON REQUEST, SUBJECT TO THE PARTIES' RIGHTS, WHERE APPROPRIATE, TO SUBMIT SUCH INFORMATION SUBJECT TO REGULATIONS RESTRICTING PUBLIC ACCESS TO CONFIDENTIAL AND PROPRIETARY INFORMATION. IN LIGHT OF THESE OMISSIONS AND THE COMMISSION'S DECISION IN APPLICATION OF LUJ, INC. AND LONG NINE, INC., MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002), SECTION III, ITEM 3 AND SECTION IV, ITEM 5, OF THIS APPLICATION HAVE BEEN ANSWERED 'NO.'

PURCHASE AGREEMENT SCHEDULES AND EXHIBITS:

GUARANTEE OF ENTERCOM PARENT

EXHIBITS TO PURCHASE AGREEMENT:
EXHIBIT 1.01(A) WORKING CAPITAL PRINCIPLES
EXHIBIT 2.02 PREFERRED STOCK
EXHIBIT 5.18 REGISTRATION RIGHTS AGREEMENT

LINCOLN SCHEDULES TO PURCHASE AGREEMENT:
SECTION 1.01(A) SELLERS KNOWLEDGE
SECTION 3.03 CAPITALIZATION; OWNERSHIP OF SHARES
SECTION 3.04 NO CONFLICT
SECTION 3.06 FCC LICENSES
SECTION 3.07 FINANCIAL INFORMATION
SECTION 3.08 ABSENCE OF CERTAIN CHANGES
SECTION 3.10(B) COMPLIANCE WITH LAWS; LITIGATION
SECTION 3.10(C) COMPLIANCE WITH LAWS; LITIGATION
SECTION 3.11 INTELLECTUAL PROPERTY
SECTION 3.12(A) OWNED REAL PROPERTY
SECTION 3.12(B) LEASED REAL PROPERTY
SECTION 3.12(D) OTHER PARTIES IN POSSESSION
SECTION 3.12(I) REAL PROPERTY
SECTION 3.13(A) EMPLOYEE BENEFIT MATTERS
SECTION 3.13(G) EMPLOYEE BENEFIT MATTERS
SECTION 3.15(A)(IV) MATERIAL CONTRACTS
SECTION 3.15(A)(V) MATERIAL CONTRACTS
SECTION 3.15(A)(VI) MATERIAL CONTRACTS
SECTION 3.15(A)(VII) MATERIAL CONTRACTS
SECTION 3.15(A)(X) MATERIAL CONTRACTS
SECTION 3.15(A)(XIII) MATERIAL CONTRACTS
SECTION 3.16 ENVIRONMENTAL LAWS
SECTION 3.17 INSURANCE
SECTION 3.22 RELATED PARTY TRANSACTIONS
SECTION 3.23 BANK ACCOUNTS
SECTION 5.01(A) CONDUCT OF BUSINESS PRIOR TO THE CLOSING
SECTION 5.11 RETAINED ASSETS
SECTION 5.13 DIVESTITURE OF TRUST STATIONS
SECTION 7.01 TAX REPRESENTATIONS
SCHEDULE 5.13 AUXILIARY MEASURES

ENTERCOM RADIO SCHEDULES TO PURCHASE AGREEMENT:
SECTION 1.01(A) PURCHASERS KNOWLEDGE
SECTION 4.07 QUALIFICATION
SECTION 4.10(B) CAPITALIZATION

TBA SCHEDULES:
SCHEDULE 3.1 PROGRAM STANDARDS
SCHEDULE 4.1(B)(I) CORPORATE EMPLOYEES
SCHEDULE 4.1(B)(II) INITIAL TBA RETAINED EMPLOYEES
SCHEDULE 4.1(B)(III) DIVESTITURE STATION EMPLOYEES
SCHEDULE 4.2(C) C-I-C EMPLOYEES


Attachment 7
Description
Stock Purchase Agreement
Time Brokerage Agreement


Attachment 8
Description
LFMC Other Authorizations


Exhibit 15
Description:
EXHIBIT 15

PLEASE SEE TRANSFEROR'S EXHIBIT 7 FOR STOCKS PURCHASE AGREEMENT AND TIME BROKERAGE AGREEMENT.

Attachment 15


Exhibit 16
Description:
EXHIBIT 16

PLEASE SEE ATTACHMENT.

Attachment 16
Description
PARTIES TO THE APPLICATION


Exhibit 18
Description:
ENTERCOM BROADCAST INTERESTS

PLEASE SEE ATTACHMENT.

Attachment 18
Description
ENTERCOM BROADCAST INTERESTS


Exhibit 19
Description:
EXHIBIT 19

PLEASE SEE TRANSFEROR'S EXHIBIT 7 FOR TIME BROKERAGE AGREEMENT.

Attachment 19


Exhibit 20
Description:
EXHIBIT 20

PLEASE SEE ATTACHMENTS.

Attachment 20
Description
BIA MARKET STUDY - MIAMI
MULTIPLE OWNERSHIP EXHIBIT


Exhibit 24
Description:
EXHIBIT 24

IN 2005, EDWARD STOLZ FILED OBJECTIONS TO THE QUALIFICATIONS OF ENTERCOM COMMUNICATIONS CORP., THE PARENT OF ENTERCOM RADIO, LLC (ENTERCOM), IN CONNECTION WITH PENDING APPLICATIONS FOR RENEWAL OF LICENSE OF OTHER STATIONS OWNED BY ENTERCOM. THE FCC HAS REPEATEDLY DENIED THESE OBJECTIONS. IN THREE SEPARATE DECISIONS RELEASED MARCH 4, 2008 (DA 08-495), SEPTEMBER 6, 2012 (1800B3-MM) AND ON OCTOBER 14, 2014 (1800B3-JWF/AJR) THE FCC GRANTED RENEWAL APPLICATIONS FOR 40 STATIONS OWNED BY ENTERCOM SUBSIDIARIES OVER THE OBJECTIONS OF THE COMPLAINANT. BASED ON THESE DECISIONS, ENTERCOM FULLY EXPECTS THE COMPLAINANT'S FILINGS AGAINST THE REMAINING PENDING RENEWAL APPLICATIONS TO BE SIMILARLY DENIED.

ON NOVEMBER 1, 2013, EDWARD STOLZ FILED NEW OBJECTIONS IN CONNECTION WITH THE 2013 APPLICATIONS FOR THE RENEWAL OF LICENSE FOR ENTERCOM AFFILIATED RADIO STATIONS LOCATED IN THE SACRAMENTO, CA MARKET (KCTC(AM) (FAC. ID 67848), KKDO(FM) (FAC. ID.6810), KSEG(FM) (FAC. ID. 11281), KRXQ(FM) (FAC. ID. 20354), KBZC(FM) (FAC. ID. 57889) AND KDND(FM) (FAC. ID. 65483) (THE 'SACRAMENTO STATIONS'). THE COMPLAINANT MERELY INCORPORATED THE 2005 OBJECTIONS IN HIS 2013 OBJECTIONS AND DID NOT RAISE ANY NEW MATTER. ENTERCOM FILED A RESPONSE TO THESE OBJECTIONS. BASED ON THE FCC'S PREVIOUS DECISIONS REGARDING THE 2005 OBJECTIONS, HOWEVER, ENTERCOM FULLY EXPECTS THAT THE COMPLAINANT'S FILINGS AGAINST THE RENEWAL APPLICATIONS FOR THE SACRAMENTO STATIONS WILL BE SIMIARLY DENIED.

IN CONNECTION WITH THE PENDING 2013 RENEWAL APPLICATION FOR ENTERCOM AFFILIATED STATION KDND(FM) (FAC. ID. 65483) IN SACRAMENTO, CA, THE MEDIA ACTION CENTER IN EL DORADO HILLS AND SUE WILSON HAVE FILED A PETITION TO DENY THE RENEWAL APPLICATION FOR STATION KDND BASED ON CLAIM THAT THE LICENSEE LACKS THE CHARACTER QUALIFICATIONS TO BE AN FCC LICENSEE. THE LICENSEE DISPUTES THIS CLAIM. LICENSEE HAS FILED A FULL RESPONSE IN OPPOSITION TO THIS ASSERTION WITH THE FCC.



Attachment 24