Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0031 (June 2014)
FCC 314
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGNMENT OF BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BALH - 20060825ADA
Section I - General Information
1. Legal Name of the Licensee/Permittee
CBS RADIO STATIONS INC.
Mailing Address
2175 K ST, NW SUITE 350

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2024574518
E-Mail Address (if available)
FCC Registration Number:
0003616588
Call Sign
WMC-FM
Facility ID Number
59449
2. Contact Representative (if other than licensee/permittee)
MEREDITH S. SENTER, JR.
Firm or Company Name
LEVENTHAL SENTER & LERMAN PLLC
Mailing Address
2000 K STREET, NW, SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 - 1809
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
MSENTER@LSL-LAW.COM
3. Legal Name of the Assignee
ENTERCOM MEMPHIS LICENSE, LLC
Mailing Address
401 CITY AVENUE
SUITE 809

City
BALA CYNWYD
State or Country (if foreign address)
PA
ZIP Code
19004 -
Telephone Number (include area code)
6106605610
E-Mail Address (if available)
4. Contact Representative (if other than assignee)
DAVID D. BURNS
Firm or Company Name
LATHAM & WATKINS LLP
Mailing Address
555 ELEVENTH STREET, NW
SUITE 1000
City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20004 - 1304
Telephone Number (include area code)
2026372200

E-Mail Address (if available)
DAVID.BURNS@LW.COM
5.
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
N/A (Fee Required)
6.
Purpose of Application:
Assignment of license
Assignment of construction permit
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]
7.
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)?
If yes, list pertinent authorizations in an Exhibit.
Yes No
[Exhibit 2]
8.
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 8(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 assignor held the station license and operated the station for at least three years? Yes No
N/A
9.
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 9(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant?

Yes No

c. If no to 9(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 - Assignor

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 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.

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
19185 WMC
-
MEMPHIS TN

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
59449 WMC-FM
-
MEMPHIS TN


 
3. Agreements for Sale of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the sale of the station(s);
b. these documents embody the complete and final understanding between licensee/permittee and assignee; and
c. these agreements comply fully with the Commission's rules and policies.
Exhibit Required
Yes No
[Exhibit 5]
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 6]
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 7]

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 8]

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 9]

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 10]

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
ANNE LUCEY
Typed or Printed Title of Person Signing
VICE PRESIDENT AND ASSISTANT SECRETARY
Signature
Date
08/25/2006
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 - Assignee

1. Certification.  Assignee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee 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.
Assignee 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 applicant in an Exhibit.
[Exhibit 11]
b. Radio Station applicants only: If the station(s) being assigned is noncommercial educational or LPFM, the assignee certifies that the Commission had previously granted a broadcast application, identified here by file number, that found this assignee qualified as a noncommercial educational entity with a qualif'ing educational program, and that the assignee will use the station(s) to advance a program similar to that the Commission has found qualifying in the assignee's previous application.

Yes No
N/A

FCC File Number
-

c. Radio Station applicants only: Proposed assignees of noncommercial educational or LPFM stations that aswered "No" to Question 2(b) must include an exhibit that describes the assignee's educational objective and how the station will be used to advance an educational program that will further that objective according to 47 C.F.R. Section 73.503 (for radio applicants), 47 C.F.R. Section 853 (for LPFM applicants).
[Exhibit 12]
3. Agreements for Sale of Station. Assignee 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 for the sale of the station(s) which are to be assigned; and
b. these agreements comply fully with the Commission's rules and policies.
Yes No


See Explanation in
[Exhibit 13]

4.
Parties to the Application.
a. List the assignee, 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 the assignee, 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 assignee and each party to the application holding an attributable intrerest (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 assignee 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 (debt plus equity).
 
[Enter Parties/Owners Information]

4a. Parties to the Application

List the assignee, 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 the assignee, list separately its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity.
(1) Name and address of the assignee and each party to the application holding an attributable intrerest (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 assignee 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(debt plus equity).
(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
SEE EXHIBIT 11
0
0
0
0


or [Exhibit 14]
b. Assignee certifies that equity interests not set forth above are non-attributable.
Yes No
N/A

See Explanation in
[Exhibit 15]

5. 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 16]
6. Multiple Ownership.
a. Is the assignee 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 with the station(s) subject to this application or with any other station 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 17]

b. Assignee certifies that the proposed assignment 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 18]

c. Assignee certifies that the proposed assignment:
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 19]

d.
Does the Assignee 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 20]

e. Does this assignment 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 6d, above).
  B. An Irrevocable Trust that will assign the station(s) to an Eligible Entity.
  All applicants: If "Yes" to Item 6e A or B: Submit as an Exhibit a copy of the form of irrevocable trust agreement providing for the assignment of the station(s) to an Eligible Entity.
Yes No
  Yes No

 

See Explanation in
[Exhibit 21]

7. Character Issues. Assignee certifies that neither assignee 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 22]

8. Adverse Findings. Assignee certifies that, with respect to the assignee 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 23]

9. Alien Ownership and Control. Assignee 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 24]

10. Financial Qualifications. Assignee 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 25]

11. Program Service Certification. Assignee 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
12. Auction Authorization. Assignee 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 26]

13. Anti-Drug Abuse Act Certification. Assignee certifies that neither assignee 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
14. Equal Employment Opportunity (EEO). If the applicant proposes to employ five or more full-time employees, applicant certifies that it is filing simultaneously with this application a Model EEO Program Report on FCC Form 396-A.
Yes No
N/A

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
EUGENE D. LEVIN
Typed or Printed Title of Person Signing
VICE PRESIDENT
Signature
Date
08/25/2006

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 5
Description:
AGREEMENTS PERTAINING TO THE ASSIGNMENT OF LICENSES

THE INSTANT APPLICATION SEEKS FCC CONSENT TO ASSIGN THE LICENSES FOR STATIONS WMC(AM), MEMPHIS, TENNESSEE AND WMC-FM, MEMPHIS TENNESSEE FROM CBS RADIO STATIONS INC. ('CBS RADIO') TO ENTERCOM MEMPHIS LICENSE, LLC.

A COPY OF THE ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 18, 2006 BY AND AMONG CBS RADIO, TEXAS CBS RADIO L.P., CBS RADIO INC. OF ILLINOIS (COLLECTIVELY REFERRED TO AS 'SELLER'), AND ENTERCOM COMMUNICATIONS CORP. (THE 'APA'), AS WELL AS A COPY OF THE LOCAL MARKETING AGREEMENT DATED AS OF AUGUST 18, 2006 BY AND AMONG SELLER AND ENTERCOM COMMUNICATIONS CORP. (THE 'LMA'), BOTH OF WHICH ARE ATTACHED TO THIS APPLICATION, HAVE BEEN PLACED IN EACH STATION'S PUBLIC FILE.

THE SCHEDULES, WHICH ARE REFERENCED IN EACH OF THE AGREEMENTS, CONTAIN PROPRIETARY INFORMATION THAT IS NOT GERMANE TO THE COMMISSION'S EVALUATION OF THIS APPLICATION, AND HAVE BEEN OMITTED FROM THIS FILING. SUCH SCHEDULES WILL BE PROVIDED TO THE COMMISSION UPON REQUEST.

IN LIGHT OF THE COMMISSION'S DECISION IN 'APPLICATION OF LUJ, INC. AND LONG NINE, INC.,' MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002), SECTION II, ITEM 3 OF THIS APPLICATION HAS BEEN ANSWERED 'NO'.

THE ATTACHED AGREEMENTS COMPLY FULLY WITH THE COMMISSION'S RULES AND POLICIES. NOTE THAT THE FOLLOWING SCHEDULES HAVE BEEN OMITTED:

LIST OF APA SCHEDULES
SCHEDULE 1.1(A) FCC LICENSES
SCHEDULE 1.1(C) STATION CONTRACTS
SCHEDULE 1.1(D) INTANGIBLE PROPERTY
SCHEDULE 1.1(F) REAL PROPERTY
SCHEDULE 1.2(K) EXCLUDED MARKS INTANGIBLE PROPERTY
SCHEDULE 1.2(S) EXCLUDED CONTRACTS
SCHEDULE 2.4 SELLER NONCONTRAVENTION
SCHEDULE 2.6 FINANCIAL STATEMENTS
SCHEDULE 2.7 FCC LICENSE EXCEPTIONS
SCHEDULE 2.7(A) CONDITIONS ON FCC LICENSES
SCHEDULE 2.7(B) PENDING FCC APPLICATIONS
SCHEDULE 2.7(C) COMPLIANCE WITH COMMUNICATIONS ACT AND FCC LICENSES
SCHEDULE 2.7(D) PENDING PETITIONS, COMPLAINTS, ETC.
SCHEDULE 2.8(A) EXCEPTION TO TITLE OF TANGIBLE PERSONAL PROPERTY
SCHEDULE 2.8(B) CONDITION OF TANGIBLE PERSONAL PROPERTY
SCHEDULE 2.10 EXCEPTIONS AS TO INTANGIBLE PROPERTY
SCHEDULE 2.11 REAL PROPERTY
SCHEDULE 2.12 ENVIRONMENTAL
SCHEDULE 2.13(A) EMPLOYEE INFORMATION
SCHEDULE 2.13(B) EMPLOYEE LABOR AND COLLECTIVE BARGAINING AGREEMENTS
SCHEDULE 2.14 COMPLIANCE WITH LAWS
SCHEDULE 2.16 TRANSFER OF ASSETS
SCHEDULE 3.4 BUYER NONCONTRAVENTION
SCHEDULE 3.6 BUYER FCC QUALIFICATIONS
SCHEDULE 4.2 REPAIRS AND CAPITAL EXPENDITURES
SCHEDULE 4.8 TITLE INSURANCE; SURVEYS
SCHEDULE 9.3 TAXPAYER IDENTIFICATION NUMBERS

LIST OF LMA SCHEDULES
SCHEDULE 1.5 PAYMENT SCHEDULE
SCHEDULE 3.1 PROGRAM STANDARDS
SCHEDULE 4.1 STATION EMPLOYEES
SCHEDULE 5.1 CONTRACTS TO BE RETAINED BY LICENSEE DURING THE TERM



Attachment 5
Description
Asset Purchase Agreement
Local Marketing Agreement


Attachment 6
Description
Other Media Interests


Exhibit 7
Description:
CHARACTER ISSUES

CHARACTER RELATED ALLEGATIONS HAVE BEEN RAISED IN A PETITION TO DENY FILED ON SEPTEMBER 1, 2004 BY RIGHT TO DECENCY, INC. AND AMERICAN DECENCY ASSOCIATION AGAINST THE APPLICATION FOR RENEWAL OF LICENSE FOR STATION WKRK-FM, DETROIT, MICHIGAN, FCC FILE NO. BRH-20040601BHZ. THE LICENSEE OF WKRK-FM AND THE ASSIGNOR ARE COMMONLY OWNED.

THE PETITIONERS SUGGEST THAT THE LICENSEE OF WKRK-FM LACKS THE BASIC CHARACTER QUALIFICATIONS TO BE A COMMISSION LICENSEE BECAUSE OF ALLEGED VIOLATIONS OF THE COMMISSION'S RULE ON THE BROADCAST OF INDECENT MATERIAL.


Attachment 7


Exhibit 13
Description:
EXHIBIT 10

SEE ASSIGNOR'S EXHIBIT 4 FOR PURCHASE AGREEMENT.

Attachment 13


Attachment 14
Description
Parties to the Application


Attachment 16
Description
Other Broadcast Interests


Exhibit 17
Description:
EXHIBIT 14

SEE ASSIGNOR'S EXHIBIT 4 FOR LOCAL MARKETING AGREEMENT.

Attachment 17


Exhibit 18
Description:
EXHIBIT 15 - MULTIPLE OWNERSHIP SHOWING

THIS APPLICATION REQUESTS CONSENT TO THE ASSIGNMENT OF LICENSES OF STATIONS WMC-FM AND WMC(AM), MEMPHIS, TN FROM CBS RADIO STATIONS, INC. TO ENTERCOM MEMPHIS LICENSE, LLC ('ENTERCOM').

ENTERCOM (INCLUDING ALL PARTIES UNDER COMMON CONTROL) CURRENTLY HAS ATTRIBUTABLE INTERESTS IN TWO FM STATIONS, WMBZ(FM), GERMANTOWN, TN AND WRVR-FM, MEMPHIS, TN AND ONE AM STATION WMTQ(AM), MEMPHIS TN IN THE MEMPHIS, TN METRO SURVEY AREA AS DEFINED BY ARBITRON (THE METRO). IN ADDITION TO THE STATIONS BEING ACQUIRED FROM CBS RADIO STATIONS, INC., ENTERCOM IS ALSO ACQUIRING AN FM STATION WMFS(FM), BARTLETT, TN FROM CBS RADIO INC. OF ILLINOIS.

THE ATTACHED FCC GEOGRAPHIC MARKET DEFINITION REPORT INDICATES THAT THERE ARE A TOTAL OF 55 RADIO STATIONS IN THE METRO. FOLLOWING THE PROPOSED ASSIGNMENTS, ENTERCOM RADIO STATION OWNERSHIP IN THE METRO WILL BE IN COMPLIANCE WITH SECTION 73.3555(A)(1)(I) OF THE COMMISSIONS RULES, WHICH PERMITS OWNERSHIP OF UP TO EIGHT RADIO STATIONS, INCLUDING FIVE RADIO STATION IN THE SAME SERVICE, IN A MARKET WITH 45 OR MORE TOTAL RADIO STATIONS.

Attachment 18
Description
BIA Study Memphis, TN Market


Exhibit 22
Description:
EXHIBIT 17 - CHARACTER ISSUES

RESPONSE TO QUESTION 7B: IN CONNECTION WITH AN APPEAL FROM THE COMMISSION'S APPROVAL OF THE ASSIGNMENT OF LICENSE OF STATION KWOD(FM), SACRAMENTO, CALIFORNIA, BEFORE HER DEATH, IRENE M. STOLZ, THE MOTHER OF THE FORMER OWNER OF STATION KWOD, RAISED ALLEGATIONS REGARDING THE CHARACTER QUALIFICATIONS OF ENTERCOM COMMUNICATIONS CORP., THE ULTIMATE PARENT OF THE ASSIGNEE AND OF THE LICENSEE OF STATION KWOD. THESE ALLEGATIONS HAVE BEEN REPEATED IN PETITIONS TO DENY EACH OF THE RENEWAL APPLICATIONS OF THE STATIONS IN CALIFORNIA LICENSED TO ENTERCOM SACRAMENTO LICENSE, LLC AND IN AN INFORMAL OBJECTION FILED AGAINST THE APPLICATION FOR ASSIGNMENT TO ENTERCOM SPRINGFIELD LICENSE, LLC OF THE LICENSE FOR STATION WVEI-FM, EASTHAMPTON, MASSACHUSETTS (FILE NO. BALH-20060224ABD), AS WELL AS IN INFORMAL OBJECTIONS FILED IN THE NAME OF MS. STOLZ AGAINST THE RENEWAL APPLICATIONS FILED BY ALL STATIONS OWNED BY ENTERCOM SUBSIDIARIES IN OREGON, WASHINGTON, NEW YORK, MASSACHUSETTS, RHODE ISLAND, AND PENNSYLVANIA.   ENTERCOM AND ITS SUBSIDIARIES STRONGLY DISPUTE THESE MERITLESS CLAIMS ABOUT THEIR CHARACTER QUALIFICATIONS, AND A FULL RESPONSE IN OPPOSITION TO THESE ASSERTIONS HAS BEEN FILED IN CONNECTION WITH THE CALIFORNIA RENEWAL APPLICATIONS AND THE WVEI-FM ASSIGNMENT APPLICATION; FURTHERMORE, FOLLOWING THE DEATH OF MS. STOLZ, ENTERCOM HAS MOVED FOR THE DISMISSAL OF ALL OF THE FOREGOING PLEADINGS FILED BY OR IN THE NAME OF MS. STOLZ BASED UPON A LACK OF STANDING. THESE PROCEEDINGS REMAIN PENDING.



Attachment 22