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- S-4 Registration of securities issued in business combination transactions
- 3.1 Amended Certificate of Formation of Entercom Radio, LLC.
- 3.2 Restated Limited Liability Company Agreement of Entercom Radio, LLC.
- 3.5 Certificate of Formation of Delaware Equipment Holdings, LLC.
- 3.6 Limited Liability Company Agreement of Delaware Equipment Holdings, LLC.
- 3.7 Certificate of Formation of Entercom Austin, LLC.
- 3.8 Limited Liability Company Agreement of Entercom Austin, LLC.
- 3.9 Certificate of Formation of Entercom Austin License, LLC.
- 3.10 Limited Liability Company Agreement of Entercom Austin License, LLC.
- 3.11 Agreement and Declaration of Trust of Entercom Boston 1 Trust
- 3.12 By-laws of Entercom Boston 1 Trust
- 3.13 Certificate of Formation of Entercom Boston, LLC.
- 3.14 Restated Limitied Liability Company Agreement of Entercom Boston, LLC.
- 3.15 Certificate of Formation of Entercom Boston License, LLC.
- 3.16 Restated Limited Liability Company Agreement of Entercom Boston License, LLC.
- 3.17 Certificate of Formation of Entercom Buffalo, LLC.
- 3.18 Restated Limited Liability Company Agreement of Entercom Buffalo, LLC.
- 3.19 Certificate of Formation of Entercom Buffalo, LLC.
- 3.20 Restated Limited Liability Company Agreement of Entercom Buffalo License, LLC.
- 3.21 Certificate of Incorporation of Entercom Capital, Inc.
- 3.22 Bylaws of Entercom Capital, Inc.
- 3.23 Certificate of Formation of Entercom California, LLC.
- 3.24 Restated Limited Liability Company Agreement of Entercom California, LLC.
- 3.25 Certificate of Formation of Entercom Denver, LLC.
- 3.26 Limited Liability Company Agreement of Entercom Denver, LLC.
- 3.27 Certificate of Formation of Entercom Denver License, LLC.
- 3.28 Limited Liability Company Agrement of Entercom Denver License, LLC.
- 3.29 Certificate of Formation of Entercom Gainesville, LLC.
- 3.30 Restated Limited Liability Company Agreement of Entercom Gainesville, LLC.
- 3.31 Certificate of Formation of Entercom Gainesville License, LLC.
- 3.32 Restated Limited Liability Co. Agreement of Entercom Gainesville License, LLC.
- 3.33 Certificate of Formation of Entercom Greensboro, LLC.
- 3.34 Restated Limited Liability Company Agreement of Entercom Greensboro, LLC.
- 3.35 Certificate of Formation of Entercom Greensboro License, LLC.
- 3.36 Restated Limited Liability Company Agreement of Entercom Greensboro License, LLC
- 3.37 Certificate of Formation of Entercom Greenville, LLC.
- 3.38 Restated Limited Liability Company Agreement of Entercom Greenville, LLC.
- 3.39 Certificate of Formation of Entercom Greenville License, LLC.
- 3.40 Restated Limited Liability Company Agreement of Entercom Greenville License, LLC
- 3.41 Certificate of Incorporation of Entercom Incorporated.
- 3.42 By-laws of Entercom Incorporated.
- 3.43 Certificate of Formation of Entercom Indianapolis, LLC.
- 3.44 Limited Liability Company Agreement of Entercom Indianapolis, LLC.
- 3.45 Certificate of Formation of Entercom Indianapolis License, LLC.
- 3.46 Limited Liability Company Agreement of Entercom Indianapolis License, LLC.
- 3.47 Certificate of Formation of Entercom Kansas City, LLC.
- 3.48 Restated Limited Liability Company Agreement of Entercom Kansas City, LLC.
- 3.49 Certificate of Formation of Entercom Kansas City License, LLC.
- 3.50 Restated Limited Liability Company Agreement of Entercom Kansas City License LLC
- 3.51 Certificate of Formation of Entercom Madison, LLC.
- 3.52 Limited Liability Company Agreement of Entercom Madison, LLC.
- 3.53 Certificate of Formation of Entercom Madison License, LLC.
- 3.54 Limited Liability Company Agreement of Entercom Madison License, LLC.
- 3.55 Certificate of Formation of Entercom Memphis, LLC.
- 3.56 Restated Limited Liability Company Agreement of Entercom Memphis, LLC.
- 3.57 Certificate of Formation of Entercom Memphis License, LLC.
- 3.58 Restated Limited Liability Company Agreement of Entercom Memphis License, LLC.
- 3.59 Certificate of Formation of Entercom Milwaukee, LLC.
- 3.60 Restated Limited Liability Company Agreement of Entercom Milwaukee, LLC.
- 3.61 Certificate of Formation of Entercom Milwaukee License, LLC.
- 3.62 Restated Limited Liability Company Agreement of Entercom Milwaukee License, LLC.
- 3.63 Certificate of Formation of Entercom New Orleans, LLC.
- 3.64 Restated Limited Liability Company Agreement of Entercom New Orleans, LLC.
- 3.65 Certificate of Formation of Entercom New Orleans License, LLC.
- 3.66 Restated Limited Liability Company Agreement of Entercom New Orleans License LLC
- 3.67 Certificate of Formation of Entercom New York, Inc.
- 3.68 By-laws of Entercom New York, Inc.
- 3.69 Certificate of Formation of Entercom Norfolk, LLC.
- 3.70 Restated Limited Liability Company Agreement of Entercom Norfolk, LLC.
- 3.71 Certificate of Formation of Entercom Norfolk License, LLC.
- 3.72 Restated Limited Liability Company Agreement of Entercom Norfolk License, LLC.
- 3.73 Certificate of Formation of Entercom Portland, LLC.
- 3.74 Limited Liabilty Company Agreement of Entercom Portland, LLC.
- 3.75 Certificate of Formation of Entercom Portland License, LLC.
- 3.76 Limited Liabilty Company Agreement of Entercom Portland License, LLC.
- 3.77 Certificate of Formation of Entercom Properties, LLC.
- 3.78 Amended and Restated Limited Liability Company Agreement of Entercom Properties
- 3.79 Certificate of Formation of Entercom Providence, LLC.
- 3.80 Limited Liabilty Company Agreement of Entercom Providence, LLC.
- 3.81 Certificate of Formation of Entercom Providence, LLC.
- 3.82 Limited Liability Company Agreement of Entercom Providence License, LLC.
- 3.83 Certificate of Formation of Entercom Rochester, LLC.
- 3.84 Limited Liabilty Company Agreement of Entercom Rochester, LLC.
- 3.85 Certificate of Formation of Entercom Rochester License, LLC.
- 3.86 Limited Liabilty Company Agreement of Entercom Rochester License, LLC.
- 3.87 Certificate of Formation of Entercom Sacramento License, LLC.
- 3.88 Restated Limited Liability Company Agreement of Entercom Sacramento Lic., LLC.
- 3.89 Certificate of Formation of Entercom San Francisco License, LLC.
- 3.90 Limited Liability Company Agreement of Entercom San Francisco Lic. LLC.
- 3.91 Certificate of Formation of Entercom Seattle, LLC.
- 3.92 Restated Limited Liability Company Agreement of Entercom Seattle, LLC.
- 3.93 Certificate of Formation of Entercom Seattle License, LLC.
- 3.94 Restated Limited Liability Company Agreement of Entercom Seattle License, LLC.
- 3.95 Certificate of Formation of Entercom Springfield, LLC.
- 3.96 Limited Liability Company Agreement of Entercom Springfield, LLC.
- 3.97 Certificate of Formation of Entercom Springfield License, LLC.
- 3.98 Limited Liability Company Agreement of Entercom Springfield Lic., LLC.
- 3.99 Certificate of Formation Entercom Wichita, LLC.
- 3.100 Limited Liabilty Company Agreement of Entercom Wichita, LLC.
- 3.101 Certificate of Formation of Entercom Wichita License, LLC.
- 3.102 Limited Liabilty Company Agreement of Entercom Wichita License, LLC.
- 3.103 Certificate of Formation of Entercom Wilkes-barre Scranton, LLC.
- 3.104 Limited Liabilty Company Agreement of Entercom Wilkes-barre Scranton, LLC.
- 4.2 Form of 10 1/2% Senior Notes Due 2019
- 5.1 Opinion of Latham & Watkins LLP.
- 5.2 Opinion of Drinker Biddle & Reath LLP.
- 5.3 Opinion of Sullivan & Worcester LLP
- 12.1 Computation of Ratio of Earnings to Fixed Charges.
- 21.1 Subsidiaries of Entercom Communications Corp.
- 23.1 Consent of Pricewaterhousecoopers LLP.
- 25.1 Statement of Eligibilty on Form T-1 of Wells Fargo Bank, National Association.
- 99.1 Form of Letter of Transmittal.
- 99.2 Form of Notice of Guaranteed Delivery.
- 99.3 Form of Letter to Brokers, Dealers
- 99.4 Form of Instructions from Beneficial Owners to Registered Holders
- 99.5 Form of Letter to Clients.
Exhibit 3.13
CERTIFICATE OF FORMATION
OF
ENTERCOM BOSTON, LLC
The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:
FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is:
Entercom Boston, LLC
SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act is:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, Delaware 19801
Executed on September 4, 1998
/s/ Nancy J. Mellady |
Nancy J. Mellady |
Authorized Person |
September 4, 1998
VIA FACSIMILE
Division of Corporations
Office of the Secretary of State
State of Delaware
401 Federal Street, Suite 4
Dover, DE 19901
Re: | Formation of Entercom Boston, LLC |
Dear Sir or Madam:
I am the Vice President and Secretary of Entercom Boston, Inc., a corporation recently incorporated in Delaware and a wholly-owned subsidiary of Entercom Communications Corp. f/k/a Entertainment Communications, Inc. The owners of Entercom Boston, Inc. desire to form a limited liability company to be known as “Entercom Boston, LLC” under the laws of the State of Delaware and have instructed our attorneys at Latham & Watkins to file the necessary documents. Entercom Boston, Inc. consents to the formation of this limited liability company with a substantially similar name.
If you should have any questions about the foregoing, please do not hesitate to call me at (610) 660-5638. Thank you for your attention to this matter.
Very truly yours, |
/s/ John C Donlevie |
John C. Donlevie |
JCD/jrj
CERTIFICATE OF AMENDMENT
OF
ENTERCOM BOSTON, LLC
1. The name of the limited liability company is Entercom Boston, LLC (the “Company”).
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
“2. The address of the registered office of the Company in the State of Delaware is 919 North Market Street, Suite 600, Wilmington, Delaware 19801. The name of the registered agent at such address is SR Services, LLC.”
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment the 17th day of July, 2000.
SOLE MEMBER: | ||
ENTERCOM BOSTON 1 TRUST | ||
By: | /s/ John C Donlevie | |
Name: | John C. Donlevie | |
Title: | Executive Vice President |
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF AGENT
AMENDMENT OF LIMITED LIABILITY COMPANY
The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:
1. The name of the limited liability company is |
|
Entercom Boston, LLC |
2. The Registered Office of the limited liability company in the State of Delaware is |
changed to | Corporation Trust Center, 1209 Orange Street |
(street), in the City of | Wilmington , |
Zip Code 19801 . The name of the Registered Agent at such address upon whom |
process against this limited liability company may be served is |
|
THE CORPORATION TRUST COMPANY |
By: | /s/ Andrew P. Sutor, IV | |
Authorized Person | ||
Name: | Andrew P. Sutor, IV, Authorized Person | |
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