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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 3.67
CERTIFICATE OF INCORPORATION
OF
ENTERCOM ROCHESTER, INC.
Under Section 402 of the Business Corporation Law
The undersigned, a natural person at least eighteen years of age, for the purpose of forming a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies:
FIRST: The name of the Corporation is ENTERCOM ROCHESTER, INC. (hereinafter, the “Corporation”).
SECOND: The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, and it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
THIRD: The office of the Corporation in the State of New York is located in the County of Monroe.
FOURTH: The aggregate number of shares that the Corporation shall have authority to issue is 200 shares of Common Stock, with no par value.
FIFTH: The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom process in any action or proceeding against the Corporation may be served; the post office address to which the Secretary of State shall mail a copy of any such process so served is: C/O CT CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019.
SIXTH: No holder of shares of the Corporation of any class, now or hereafter authorized, shall have any preferential or preemptive right to subscribe for, purchase or receive any shares of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe to or purchase such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the Corporation.
SEVENTH: No director of the Corporation shall be held personally liable to the Corporation or its shareholders for damages for any breach of duty in his capacity as a director unless a judgment or other final adjudication adverse to him establishes that (1) his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, or (2) he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (3) his acts violated Section 719 of the Business Corporation Law. Any repeal of this Paragraph, or any amendment of this Paragraph insofar as it would in any way enlarge the liability of any director of the Corporation, shall be ineffective with respect to any acts or -omissions occurring prior to the date of such repeal or amendment.
IN WITNESS WHEREOF, I have made and subscribed this certificate and hereby affirm under the penalties of perjury that its contents are true on this23rd day of February, 1998.
/s/ Brian G. Flanagan, Incorporator | ||
Brian G. Flanagan, Incorporator | ||
Address: | Nixon, Hargrave, Devans & & Doyle LLP Rochester, New York 14604 |
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
Entercom Rochester, Inc.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
1. | The name of the corporation is Entercom Rochester, Inc. |
2. | The certificate of incorporation of said corporation was filed by the Department of State on the 24th day of February, 1998 |
3.(a) | The certificate of incorporation is amended to change the name of the Corporation. |
(b) To effect the foregoing, the FIRST Article is amended to read as follows: The name of the Corporation is Entercom New York, Inc. (hereinafter, the “Corporation”).
4. | The amendment was authorized in the following manner: Joint Unanimous Consent of Board of Directors and Sole Shareholder |
By: | /s/ John C. Donlevie | |
Name: | John C. Donlevie | |
Title: | Vice President |
CERTIFICATE OF CHANGE
OF
ENTERCOM ROCHESTER, INC.
Under Section 805-A of the Business Corporation Law
1. | The name of the corporation is |
ENTERCOM ROCHESTER, INC.
If applicable, the original name under which it was formed is
2. | The Certificate of Incorporation of said corporation was filed by the Department of State on 2/24/98. |
3. | The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him is hereby changed from c/o C T Corporation System, 1633 Broadway, New York, New York 10019 to c/o C T Corporation System, 111 Eighth Avenue, New York, New York 10011. |
4. | Notice of the above changes was mailed to the corporation by C T Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto. |
5. | C T Corporation System is the agent of such corporation to whose address the Secretary of State is required to mail copies of process. |
IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999, and affirm the statements contained herein as true under penalties of perjury.
C T CORPORATION SYSTEM | ||
By: | /s/ Kenneth J. Uva | |
Kenneth J. Uva | ||
Vice President |
NY Domestic Corporation – process address only